Exhibit 5.02
[Letterhead of Richards, Layton & Finger]
May 30, 1996
Entergy Arkansas Capital I
c/o Entergy Arkansas, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Re: Entergy Arkansas Capital I
Ladies and Gentlemen:
We have acted as special Delaware counsel for
Entergy Arkansas, Inc., an Arkansas corporation (the
"Company"), and Entergy Arkansas Capital I, a Delaware
business trust (the "Trust"), in connection with the matters
set forth herein. At your request, this opinion is being
furnished to you.
For purposes of giving the opinions hereinafter set
forth, our examination of documents has been limited to the
examination of originals or copies of the following:
(a) The Certificate of Trust of the Trust, dated as
of May 13, 1996 (the "Certificate"), as filed in the office
of the Secretary of State of the State of Delaware (the
"Secretary of State") on May 13, 1996;
(b) The Trust Agreement of the Trust, dated as of
May 13, 1996, among the Company, as Depositor, and the
trustees of the Trust named therein;
(c) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus
and preliminary prospectus supplement (the "Prospectus
Supplement"), relating to the __% Cumulative Quarterly Income
Preferred Securities, Series A, of the Trust representing
preferred undivided beneficial interests in the assets of the
Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities"), as proposed to be filed by the
Company, the Trust and others as set forth therein with the
Securities and Exchange Commission on or about May 30, 1996;
(d) A form of Amended and Restated Trust Agreement
of the Trust, to be entered into among the Company, as
Depositor, the trustees of the Trust named therein, and the
holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, B and D
thereto) (the "Trust Agreement"), attached as an exhibit to
the Registration Statement; and
(e) A Certificate of Good Standing for the Trust,
dated May 30, 1996, obtained from the Secretary of State.
Initially capitalized terms used herein and not
otherwise defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed
any documents other than the documents listed in paragraphs
(a) through (e) above. In particular, we have not reviewed
any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated
by reference into the documents reviewed by us. We have
assumed that there exists no provision in any document that
we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and
accurate in all material respects.
With respect to all documents examined by us, we
have assumed (i) the authenticity of all documents submitted
to us as authentic originals, (ii) the conformity with the
originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i)
that the Trust Agreement and the Certificate are in full
force and effect and have not been amended, (ii) except to
the extent provided in paragraph 1 below, the due creation or
due organization or due formation, as the case may be, and
valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the
legal capacity of natural persons who are parties to the
documents examined by us, (iv) that each of the parties to
the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under,
such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by
us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the
"Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for
the Preferred Security acquired by it, in accordance with the
Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Trust
Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement
and assume no responsibility for its contents.
This opinion is limited to the laws of the State of
Delaware (excluding the securities laws of the State of
Delaware), and we have not considered and express no opinion
on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are
rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in
effect.
Based upon the foregoing, and upon our examination
of such questions of law and statutes of the State of
Delaware as we have considered necessary or appropriate, and
subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly
existing in good standing as a business trust under the
Delaware Business Trust Act.
2. The Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial
interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial
owners of the Trust, will be entitled to the same limitation
of personal liability extended to stockholders of private
corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the
Preferred Security Holders may be obligated to make payments
as set forth in the Trust Agreement.
We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement. In addition, we hereby consent to
the use of our name under the heading "Legal Opinions" in the
Prospectus Supplement. In giving the foregoing consents, we
do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted
to, or relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
PMA/BJK/ds