EXHIBIT F

                                                December 18, 2002





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Entergy Corporation, et al.
          File No. 70-10098

Ladies and Gentlemen:

          I am Associate General Counsel for Entergy Services,
Inc. and in my capacity as such I am familiar with the
transactions proposed by Entergy Louisiana, Inc. (the "Proposed
Transactions") and described in the Application-Declaration on
Form U-1, as amended (the "Application"), filed with the
Securities and Exchange Commission (the "Commission") under the
Public Utility Holding Company Act of 1935, as amended (the
"Act") in the above-referenced File.  Capitalized terms used
herein and not otherwise defined shall have the meanings set
forth in the Application.

          In connection with this opinion, I have examined, among
other things, the Application and such other documents,
certificates and corporate records, and such other matters of
law, as I have deemed necessary to form the basis of this
opinion.

          The opinions expressed below are subject to the
following assumptions and conditions:

          (a)  The Proposed Transactions shall have been duly
authorized and approved, to the extent required by the governing
documents and applicable state laws, by the Board of Directors of
Entergy Louisiana, Inc.

          (b)  The Commission shall have entered an appropriate
order or orders with respect to the Proposed Transactions
granting the Application and permitting it to become effective
under the Act and the rules and regulations thereunder.

          (c)  The Proposed Transactions shall have been
consummated in accordance with the Application and the order or
orders of the Commission issued with respect thereto.

          Based upon the foregoing, it is my opinion that:

          1.   All state laws applicable to the participation of the
Applicant-Declarant or Entergy Corporation in the Proposed
Transactions will have been complied with.

          2.   The Applicant-Declarant will legally acquire any of its
Common Stock that is repurchased from Entergy Corporation.

          3.   The consummation of the Proposed Transactions will not
violate the legal rights of the holders of any securities issued
by the Applicant-Declarant or any associate company thereof.

          I hereby consent to the use of this opinion as an
exhibit to the Application.

                                   Very truly yours,

                                   /s/ John M. Adams, Jr.

                                   John M. Adams, Jr.