Common use of Louisiana Law Clause in Contracts

Louisiana Law. As to all matters of New York law, we have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid & Priest LLP. The opinion set forth abxxx is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Reid & Priest LLP and Winthrop, Stimson, Putnam & Robexxx may rely on this opinion as to all maxxxxx of Xxxxxxxna law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Reid & Priest LLP] ______________, 1996 Morgan Stanley & Co. Incorporated Citicorp Securities, Xxx. x/x Xxxgan Stanley & Co. Incorporated 1285 Broadway New Yxxx, Xxw York 10036-8293 Ladixx xxx Xxxxxxxxx: Xx, xxxxxxxx xxxx Xonroe & Lemann (A Professional Corporation), of New Orleans, Louisiana, have acted as counsel for Louisiana Power & Light Company (the "Company") in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective ____________ __, 1996 (the "Underwriting Agreement"), among W3A Funding Corporation (the "Funding Corporation"), the Company and you, of $___________ aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of __________ __, 1996, as amended by Supplemental Indenture No. 1, dated as of __________ __, 1996 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the Company. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Registration Statement and Prospectus filed under the Securities Act; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting Agreement; and (f) the proceedings before the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting Agreement. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. We have not examined the Bonds, except specimens thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Louisiana Law. I am a member of the Bar of the State of Louisiana and do not hold myself out as an expert on the laws of any other state. As to all matters of New York law, we I have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid Xxxx & Priest LLPLLP of New York, New York. The opinion set forth abxxx above is solely for the benefit of the addressees addressee of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder thereunder, it is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Bonds, and it may not be relied upon in any manner by any other person or for any other purpose purpose, without our prior written consent, except that Reid Xxxx & Priest LLP and Winthrop, Stimson, Putnam Xxxxxx & Robexxx Xxxxxxx may rely on this opinion as to all maxxxxx matters of Xxxxxxxna Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: Xxxxxxxx X. Xxxxxx, Esq. of Entergy Services, Inc. EXHIBIT B [Letterhead of Reid Xxxx & Priest LLP] [______________, 1996 Morgan Stanley & Co. Incorporated Citicorp Securities, Xxx. x/x Xxxgan Stanley & Co. Incorporated 1285 Broadway ] [UNDERWRITER] [ADDRESS] Ladies and Gentlemen: With reference to the issuance and sale by New Yxxx, Xxw York 10036-8293 Ladixx xxx Xxxxxxxxx: Xx, xxxxxxxx xxxx Xonroe & Lemann (A Professional Corporation), of New Orleans, Louisiana, have acted as counsel for Louisiana Power & Light Company Orleans Public Service Inc. (the "Company") in connection with the issuance and sale to you you, pursuant to the Underwriting Agreement, agreement effective [____________ __, 1996 ] (the "Underwriting Agreement"), among W3A Funding Corporation (the "Funding Corporation"), between the Company and you, of [$___________ ] in aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation its General and Refunding Mortgage Bonds, _____% Series due ____ and $[___________ aggregate principal amount ___] (the "Bonds"), issued under the Company's Mortgage and Deed of its Waterford 3 Secured Lease Obligation BondsTrust, dated as of May 1, 1987, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [_____% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture, ] Supplemental Indenture dated as of [__________ __, 1996, as amended by Supplemental Indenture No. 1, dated as of __________ __, 1996 ] (the Collateral Mortgage and Deed of Trust Indenture, as so amended, supplemented being hereinafter referred to as called the "Trust IndentureMortgage"), among the Funding Corporation, we advise you that we are of counsel to the Company and Bankers Trust Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the Company. In our in that capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: with (a1) the Company's Restated Articles of Incorporation and By-Laws, each as amendedMortgage; (b) the Underwriting Agreement; (c) the Trust Indenture; (d2) the Registration Statement and the Prospectus filed under the Securities Act; (e3) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting Agreement; and (f4) the Continuing Disclosure Agreement. This opinion is rendered to you at the request of the Company. We have participated in the preparation of or reviewed the corporate proceedings before the Commission under the Holding Company Act relating with respect to the issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting AgreementBonds. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to originals of the documents submitted to us as certified or photostatic copies. We have not examined the Bonds, except specimens a specimen thereof, and we have relied upon a certificate of the Trustee Bank of Montreal Trust Company as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject Based upon the foregoing, and subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Louisiana Law. As to all matters of New York law, we have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid Xxxx & Priest LLP. The opinion set forth abxxx above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Reid Xxxx & Priest LLP and Winthrop, StimsonXxxxxxx, Putnam Xxxxxx & Robexxx Xxxxxxx may rely on this opinion as to all maxxxxx matters of Xxxxxxxna Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Reid Xxxx & Priest LLP] ______________July 14, 1996 Morgan Stanley 1997 Xxxxxx Xxxxxxx & Co. Incorporated Citicorp Securities, Xxx. xInc. c/x Xxxgan Stanley o Morgan Xxxxxxx & Co. Incorporated 1285 Broadway New Yxxx0000 Xxxxxxxx Xxx Xxxx, Xxw York Xxx Xxxx 10036-8293 Ladixx xxx XxxxxxxxxLadies and Gentlemen: XxWe, xxxxxxxx xxxx Xonroe together with Monroe & Lemann (A Professional Corporation), of New Orleans, Louisiana, have acted as counsel for Entergy Louisiana, Inc., a Louisiana Power & Light Company corporation (the "Company") ), in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective ____________ June __, 1996 1997 (the "Underwriting Agreement"), among W3A Funding Corporation Corporation, a Delaware corporation (the "Funding Corporation"), the Company and you, of $___________ 307,632,000 aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of __________ __July 1, 19961997, as amended by Supplemental Indenture No. 1, dated as of __________ __July 1, 1996 1997 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the Company. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Registration Statement and Prospectus filed under the Securities ActProspectus; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting Agreement; and (f) the proceedings before the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting AgreementCorporation. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. We have not examined the Bonds, except specimens thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Louisiana Law. I am a member of the Texas Bar and the Louisiana Bar and do not hold myself out as an expert on the laws of any other state. As to all matters of New York law, we I have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid Xxxx & Priest LLPLLP of New York, New York, and, as to all matters of Delaware law, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Xxxxxxxx, Xxxxxx & Finger, P.A., of Wilmington, Delaware. The opinion set forth abxxx above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose purpose, without our my prior written consent, except that Reid Xxxx & Priest LLP and Winthrop, Stimson, Putnam Xxxxxx & Robexxx Xxxxxxx may rely on this opinion as to all maxxxxx matters of Xxxxxxxna Texas and Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Reid Xxxx & Priest LLP] ____________January __, 1996 Morgan Stanley 1997 Xxxxxxx, Xxxxx & Co. Incorporated Citicorp Securities, Xxx. x/x Xxxgan Stanley Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1285 Broadway New YxxxPrudential Securities Incorporated Xxxxx Xxxxxx Inc. As representatives of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below (the "Underwriters") c/o Goldman, Xxw York 10036-8293 Ladixx xxx XxxxxxxxxXxxxx & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: XxWe, xxxxxxxx xxxx Xonroe together with Xxxxxxxx X. Xxxxxx, Esq., General Attorney - Corporate and Securities of Entergy Services, Inc., and Xxxxxxxx, Xxxxxx & Lemann (A Professional Corporation)Finger, of New OrleansP.A., LouisianaWilmington, Delaware, have acted as counsel for Louisiana Power & Light Company Entergy Gulf States Inc., a Texas corporation (the "Company") ), and Entergy Gulf States Capital I, a statutory business trust organized under the laws of the State of Delaware (the "Trust"), in connection with the issuance and sale by the Trust to you the several Underwriters pursuant to the Underwriting Agreement, effective ____________ __January 21, 1996 1997 (the "Underwriting Agreement"), among W3A Funding Corporation the Company, the Trust and you, as the representatives of the several Underwriters, of 3,400,000 __% Cumulative Quarterly Income Preferred Securities, Series A (liquidation preference $25 per preferred security) (the "Funding CorporationPreferred Securities"), the Company and you, of $___________ aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant guaranteed to the Collateral extent the Trust Indenture, dated as of __________ __, 1996, as amended has funds by Supplemental Indenture No. 1, dated as of __________ __, 1996 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the CompanyCompany and the Trust. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-LawsBylaws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Trust Agreement; (e) the Guarantee Agreement; (f) the Expense Agreement; (g) the Registration Statement and Prospectus filed under the Securities Act; (eh) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation Company Securities and the execution and delivery by the Company of the Indenture, the Underwriting Agreement, the Trust Indenture Agreement, the Expense Agreement and the Underwriting Guarantee Agreement; and (fi) the proceedings before and the order entered by the Commission under the Holding Company 1935 Act relating to the issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting AgreementSecurities. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies. We have not examined the BondsDebentures, except specimens a specimen thereof, and we have relied upon a certificate of the Debenture Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Louisiana Law. I am a member of the Louisiana Bar and, for purposes of this opinion, do not hold myself out as an expert on the laws of any jurisdiction other than the State of Louisiana and the United States of America. As to all matters of New York law, we I have relied, with your approval, upon the opinion of even date herewith addressed to you by Thelen Reid & Priest LLPLLP of New York, New York. The Xxe opinion set forth abxxx above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose purpose, without our my prior written consent, except that Thelen Reid & Priest LLP and Winthrop, Stimson, Putnam Puxxxx & Robexxx Xxxerts may rely on this opinion as to all maxxxxx of Xxxxxxxna alx xxxxers xx Xxxxsiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Thelen Reid & Priest LLP] ___________ __, _____ [Underwriters] c/o [Lead Manager] [Address] Ladies and Gentlemen: We, 1996 Morgan Stanley & Co. Incorporated Citicorp Securitiestogether with Denise C. Redmann, Xxx. x/x Xxxgan Stanley & Co. Incorporated 1285 Broadway New YxxxEsq., Xxw York 10036Senior Counsel-8293 Ladixx xxx Xxxxxxxxx: XxCorporate axx Xxxxxxxxxx xx Xntergy Services, xxxxxxxx xxxx Xonroe & Lemann (A Professional Corporation), of New Orleans, LouisianaInc., have acted as counsel for Entergy Louisiana, Inc., a Louisiana Power & Light Company corporation (the "Company") ), in connection with the issuance and sale to you you, pursuant to the Underwriting Agreement, effective ________ __, ____ __, 1996 (the "Underwriting Agreement"), among W3A Funding Corporation (the "Funding Corporation"), between the Company and you, of an aggregate of $___________ aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ [Insert Title of Debt Securities] (collectively, the "BondsSecurities"). The Bonds are being , issued pursuant to the Collateral Trust Indenture, an Indenture (For Unsecured Debt Securities) dated as of __________ __, 1996, as amended by Supplemental Indenture No. 1, dated as of ____ between the Company and __________ __, 1996 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"), including the terms of the Securities established as contemplated by Section 301 thereof (the "Indenture"). This opinion is being rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Registration Statement Statements and Prospectus filed under the Securities ActProspectus; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds Securities by the Funding Corporation Company and the execution and delivery by the Company of the Trust Indenture and the Underwriting Agreement; and (f) the proceedings before and the order entered by the Commission under the Holding Company 1935 Act relating to the issuance and sale of the Bonds Securities by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting AgreementCompany. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have not examined the BondsSecurities, except specimens a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Louisiana Law. I am a member of the Louisiana Bar and do not hold myself out as an expert on the laws of any other state. As to all matters of New York law, we I have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid & Priest LLPLLP of New York, New York. The opinion xxxnion set forth abxxx above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose purpose, without our my prior written consent, except that Reid & Priest LLP and Winthrop, Stimson, Putnam & Robexxx Robxxxx may rely on this opinion as to all maxxxxx matxxxx of Xxxxxxxna Loxxxxxxx law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Reid & Priest LLP] ________________ EXHIBIT B [Letterhead of Reid & Priest LLP] March __, 1996 Morgan Stanley Salomon Brothers Inc Bear, Stearns & Co. Incorporated Citicorp SecuritiesInc. c/o Salomon Brothers Inc 7 World Tradx Xxxxxr New York, Xxx. x/x Xxxgan Stanley & Co. Incorporated 1285 Broadway New Yxxx, Xxw York 10036-8293 Ladixx xxx 10048 Ladies axx Xxxxxxxxx: Xx, xxxxxxxx xxxx Xonroe & Lemann (A Professional Corporation)Laurence M. Hamric, of New OrleansEsq., LouisianaGeneral Attorney--Corporate axx Xxxxxxxxxx xx Entergy Services, Inc., have acted as counsel for Louisiana Power & Light Company New Orleans Public Service Inc. (the "Company") in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective ____________ March __, 1996 (the "Underwriting Agreement"), among W3A Funding Corporation (the "Funding Corporation"), between the Company and you, of $___________ 40,000,000 aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation its General and Refunding Mortgage Bonds, _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation BondsMarch 1, _____% Series due ____ 2006 (collectively, the "Bonds"). The Bonds are being ) issued pursuant to the Collateral Company's Mortgage and Deed of Trust, dated as of May 1, 1987, with Bank of Montreal Trust Company, as Corporate Trustee (the "Corporate Trustee"), and Mark F. McLaughlin (successor to Z. George Klodnicki), ax Xx-Xxxxxxx (xxx "Co-Trustee" and, xxxxxxxx xxxx xhe Corporate Trustee, the "Trustees"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the Sixth Supplemental Indenture, dated as of __________ __, 1996, as amended by Supplemental Indenture No. March 1, dated as of __________ __, 1996 (the Collateral "Supplemental Indenture") (the Mortgage and Deed of Trust Indenture, as so amended, amended and supplemented being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "TrusteeMortgage"). This opinion is being rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Restatement of Articles of Incorporation and By-LawsBylaws, each as amended; (b) the Underwriting Agreement; (c) the Trust IndentureMortgage; (d) the 1993 Registration Statement, the Registration Statement and Prospectus filed under the Securities Act; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation Company and the execution and delivery by the Company of the Trust Supplemental Indenture and the Underwriting Agreement; and (f) the proceedings before application made to and the Commission under resolution adopted by the Holding Company Act Council relating to the issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting AgreementCompany. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies. We have not examined the Bonds, except specimens a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Louisiana Law. I am a member of the Texas Bar and the Louisiana Bar and do not hold myself out as an expert on the laws of any other state. As to all matters of New York law, we I have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid & Priest LLPLLP of New York, New York, and, as to xxx matters of Delaware law, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Richards, Layton & Finger, P.A., of Wilmington, Delaxxxx. The opinion set forth abxxx above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose purpose, without our my prior written consent, except that Reid & Priest LLP and Winthrop, Stimson, Putnam & Robexxx Xxberts may rely on this opinion as to all maxxxxx of Xxxxxxxna alx xxxxers xx Xxxxs and Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Reid & Priest LLP] _____________ __, 1996 Morgan Stanley 1997 Goldman, Sachs & Co. Incorporated Citicorp Securities[Other Managers] As represexxxxxxxs xx xxe several Underwriters named in Schedule I to the Underwriting Agreement referred to below (the "Underwriters") c/o Goldman, Xxx. x/x Xxxgan Stanley Sachs & Co. Incorporated 1285 Broadway 85 Broad Street New YxxxYork, Xxw New York 10036-8293 10004 Ladixx xxx Xxxxxxxxx: Xx, xxxxxxxx with Laurence M. Hamric, Esq., General Attorney - Corpxxxxx xxx Xxxxxxxxes of Entergy Services, Inc., and Richards, Layton & Finger, P.A., Wilmington, Delawarx, xxxx Xonroe & Lemann (A Professional Corporation), of New Orleans, Louisiana, have acted xxxxx as counsel for Louisiana Power & Light Company Entergy Gulf States Inc., a Texas corporation (the "Company") ), and Entergy Gulf States Capital I, a statutory business trust organized under the laws of the State of Delaware (the "Trust"), in connection with the issuance and sale by the Trust to you the several Underwriters pursuant to the Underwriting Agreement, effective ____________ __, 1996 1997 (the "Underwriting Agreement"), among W3A Funding Corporation (the "Funding Corporation")Company, the Company Trust and you, of $___________ aggregate principal amount as the representatives of the Funding Corporation's Waterford 3 Secured Lease Obligation Bondsseveral Underwriters, _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of __________ __% Cumulative Quarterly Income Preferred Securities, 1996, as amended by Supplemental Indenture No. 1, dated as of __________ __, 1996 Series A (liquidation preference $25 per preferred security) (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust IndenturePreferred Securities"), among guaranteed to the Funding Corporation, extent the Company and Bankers Trust has funds by the Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the CompanyCompany and the Trust. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-LawsBylaws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Trust Agreement; (e) the Guarantee Agreement; (f) the Expense Agreement; (g) the Registration Statement and Prospectus filed under the Securities Act; (eh) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation Company Securities and the execution and delivery by the Company of the Indenture, the Underwriting Agreement, the Trust Indenture Agreement, the Expense Agreement and the Underwriting Guarantee Agreement; and (fi) the proceedings before and the order entered by the Commission under the Holding Company 1935 Act relating to the issuance and sale of the Bonds by the Funding Corporation and the execution and delivery by the Company of the Trust Indenture and the Underwriting AgreementSecurities. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies. We have not examined the BondsDebentures, except specimens a specimen thereof, and we have relied upon a certificate of the Debenture Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Louisiana Law. As I am a member of the Bar of the State of Louisiana, and this opinion is limited to all matters the laws of New York law, we have relied, with your approval, upon the State of Louisiana and the United States of America. This opinion of even date herewith addressed to you by Reid & Priest LLP. The opinion set forth abxxx is solely for the your benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder thereunder, and it may not be relied upon in any manner by any other person or for any other purpose purpose, without our my prior written consent, except that Reid & Priest Xxxxxx LLP and Winthrop, Stimson, Putnam & Robexxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP may rely on this opinion as to all maxxxxx matters of Xxxxxxxna Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: [Xxxx X. Xxxx] [Senior Counsel-Corporate and Securities] EXHIBIT B [Letterhead of Reid Xxxxx, Xxxxxx & Priest LLPXxxxxxx, A Professional Corporation] [______________], 1996 Morgan Stanley & Co. Incorporated Citicorp Securities2008 [Name(s) of Underwriters(s)] c/o [Name(s) of Representatives(s)] [Address(es) of Representative(s)] Ladies and Gentlemen: We, Xxx. x/x Xxxgan Stanley & Co. Incorporated 1285 Broadway New Yxxx, Xxw York 10036-8293 Ladixx xxx Xxxxxxxxx: Xx, xxxxxxxx xxxx Xonroe & Lemann (A Professional Corporation), of New Orleans, Louisiana, have acted as counsel for Louisiana Power & Light Company (the "Company") in connection together with the issuance and sale to you pursuant to the Underwriting Agreement, effective [____________ __], 1996 (the "Underwriting Agreement"), among W3A Funding Corporation (the "Funding Corporation"), the Company and you, of $Esq. [___________ aggregate principal amount ] of Entergy Services, Inc. and Xxxxxx LLP, have acted as Texas counsel to Entergy Texas, Inc., a Texas corporation (the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds"Company"), _____% Series due ____ in connection with the issuance and $sale to you, pursuant to the Underwriting Agreement, dated [___________ ], 2008 (the "Underwriting Agreement"), between the Company and you, of $[___],000,000 aggregate principal amount of its Waterford 3 Secured Lease Obligation Mortgage Bonds, [_____]% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of [__________ ], 20[__] (the "Bonds"), 1996issued pursuant to the Company's Indenture, as amended by Supplemental Indenture No. 1Deed of Trust and Security Agreement, dated as of [__________ __], 1996 2008, with The Bank of New York Mellon, as trustee (the Collateral Trust "Trustee") (the Indenture, as so amendedDeed of Trust and Security Agreement, including the officer's certificate establishing the terms of the Bonds, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "TrusteeMortgage"). This opinion is being rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles Certificate of Incorporation Formation and the Company's By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust IndentureMortgage; (d) the Registration Statement Statement, the Disclosure Package and Prospectus filed under the Securities ActProspectus; and (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation Company and the execution and delivery by the Company of the Trust Indenture Mortgage and the Underwriting Agreement; . In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and (f) the proceedings before the Commission under the Holding Company Act relating conformity to the issuance and sale originals of the Bonds by the Funding Corporation documents submitted to us as certified or photostatic copies and the execution and delivery by the Company authenticity of the Trust Indenture and the Underwriting Agreementoriginals of such latter documents. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. We have not examined the Bonds, except specimens a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:.

Louisiana Law. As I am a member of the Bar of the State of Louisiana, and this opinion is limited to all matters the laws of New York law, we have relied, with your approval, upon the State of Louisiana and the federal laws of the United States of America. This opinion of even date herewith addressed to you by Reid & Priest LLP. The opinion set forth abxxx is solely for the your benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder thereunder, and it may not be relied upon in any manner by any other person or for any other purpose purpose, without our my prior written consent, except that Reid Xxxxxx, Xxxxx & Priest Bockius LLP and Winthrop, Stimson, Putnam & Robexxx may rely on this opinion as to all maxxxxx matters of Xxxxxxxna Louisiana law in rendering their opinions its opinion required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: Xxxx X. Xxxxxx, Esq. Assistant General Counsel–Corporate and Securities EXHIBIT B [{Letterhead of Reid Xxxxxxx Xxxx Xxxx & Priest Xxxxxx, LLP] } [________], 20[______] [NAMES OF UNDERWRITERS] c/o [NAMES AND ADDRESSES OF REPRESENTATIVES] Ladies and Gentlemen: We, 1996 Morgan Stanley together with Xxxx X. Xxxxxx, Esq., Assistant General Counsel–Corporate and Securities of Entergy Services, LLC, and Xxxxxx, Xxxxx & Co. Incorporated Citicorp Securities, Xxx. x/x Xxxgan Stanley & Co. Incorporated 1285 Broadway New Yxxx, Xxw York 10036-8293 Ladixx xxx Xxxxxxxxx: Xx, xxxxxxxx xxxx Xonroe & Lemann (A Professional Corporation), of New Orleans, LouisianaXxxxxxx LLP, have acted as counsel for Louisiana Power & Light Company to Entergy Texas, Inc., a Texas corporation (the "“Company") ”), in connection with the issuance and sale to you you, pursuant to the Underwriting Agreement, effective dated [________], 20[____ __, 1996 ] (the "“Underwriting Agreement"”), among W3A Funding Corporation (the "Funding Corporation"), between the Company and you, of $[__] aggregate principal amount of the Company’s First Mortgage Bonds, [__]% Series due [________], 20[___ aggregate principal amount of ] (the Funding Corporation's Waterford 3 Secured Lease Obligation “Bonds”), _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant to the Collateral Company’s Indenture, Deed of Trust Indentureand Security Agreement, dated as of __________ __October 1, 19962008, with The Bank of New York Mellon, as trustee (the “Trustee”) (the Indenture, Deed of Trust and Security Agreement, as amended by Supplemental Indenture No. 1and supplemented, dated as and including the officer’s certificate establishing the terms of __________ __, 1996 the Bonds (the Collateral Trust Indenture, as so amended“Officer’s Certificate”), being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"“Mortgage”). This opinion letter is being rendered to you at the request of the CompanyCompany pursuant to Section 7(d) of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's ’s Amended and Restated Articles Certificate of Incorporation and By-LawsFormation, each as amended, and the Company’s Amended and Restated Bylaws; (b) the Underwriting Agreement; (c) the Trust IndentureMortgage; (d) the Registration Statement Statement, the Disclosure Package and Prospectus filed under the Securities ActProspectus; and (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Funding Corporation Company and the execution and delivery by the Company of the Trust Indenture Mortgage and the Underwriting Agreement; . In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and (f) the proceedings before the Commission under the Holding Company Act relating conformity to the issuance and sale originals of the Bonds by the Funding Corporation documents submitted to us as certified or photostatic copies and the execution and delivery by the Company authenticity of the Trust Indenture and the Underwriting Agreementoriginals of such latter documents. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinionopinion letter. We have not examined the Bonds, except specimens a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:.