Exhibit 5



                          June 21, 2002

Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113

     Re: Registration Statement on Form S-8

Gentlemen:

     I have acted as counsel to Entergy Corporation (the
"Company"), a Delaware corporation, in connection with a
Registration Statement on Form S-8, as filed with the Securities
and Exchange Commission on June 21, 2002 (the "Registration
Statement"), registering an aggregate of 12,000,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"),
issuable pursuant to the Equity Awards Plan of Entergy
Corporation and its Subsidiaries (the "Plan").

     I am of the opinion that when the steps mentioned in the
next paragraph below shall have been taken, (a) all requisite
corporate and governmental authorizations will have been given
for the issuance and sale of the Common Stock (except such
governmental authorization as may be necessary under Blue Sky
laws of the several states as to which I give no opinion) and (b)
the shares of Common Stock will be validly issued, fully paid and
nonassessable.

     The steps to be taken as indicated in the preceding
     paragraph are:

     1.   Authorization of the issuance and sale of the Common Stock
          by the Board of Directors and/or a duly appointed committee
          and/or authorized officer of the Company;

     2.   Compliance with the Securities Act of 1933, as amended;

     3.   Compliance with the Public Utility Holding Company Act of
          1935, as amended; and

     4.   The issuance and sale of the Common Stock for consideration
          pursuant to and in accordance with the terms of the Plan, and in
          accordance with all such authorizations.

     I express no opinion with respect to the laws other than
those of the State of Delaware and Federal laws of the United
States of America, and I assume no responsibility as to the
applicability or the effect of the laws of any other
jurisdiction.

     I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and its use as part of the
Registration Statement.

     I am furnishing this opinion to the Company solely for its
benefit in connection with the Registration Statement.  It is not
to be used, circulated, quoted and otherwise referred to for any
other purpose.  Other than the Company no one is entitled to rely
on this opinion.

                              Very truly yours,

                              /s/ John M. Adams, Jr.

                              John M. Adams, Jr.