EXHIBIT F

                                                December 19, 2002


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

     Re:  Entergy Corporation, et al.
          File No. 70-9123

Ladies and Gentlemen:

          I am Senior Counsel for Entergy Services, Inc. and in
my capacity as such I am familiar with the transactions proposed
by Entergy Corporation ("Entergy") and the other applicants (the
"Proposed Transactions") and described in Post-Effective
Amendment No. 4 to 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
(or other equivalent governing body) of Entergy and/or the
applicable Non-utility Company and, with respect to the issuance
of Equity Securities or Other Securities, consideration shall
have been received by the issuer of such securities, the form and
sufficiency of which is consistent with the requirements of
applicable state laws.

          (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
applicable Non-utility Company in the Proposed Transactions will
have been complied with.

          2.   The New Subsidiaries, O&M Subs and other Non-utility
Companies, when organized, will be validly organized and duly
existing.

          3.   (i) The Equity Securities issued by New Subsidiaries and O&M
Subs and the Other Securities constituting equity securities
issued by Non-utility Companies will be validly issued, fully
paid and nonassessable, (ii) the holder of such Equity Securities
or Other Securities will be entitled to the rights and privileges
appertaining thereto as set forth in the charter or other
document defining such rights and privileges, and (iii) the
holder of such Equity Securities or Other Securities will legally
acquire such Equity Securities or Other Securities.

          4.   The Other Securities constituting debt securities will be
valid and binding obligations of the Non-utility Company issuing
such Other Securities in accordance with the terms of such
instruments.

          5.   The consummation of the Proposed Transactions will not
violate the legal rights of the holders of any securities issued
by the applicants, or any associate company thereof, of which I
am aware.

          I am a member of the bar of the States of Louisiana
and New Jersey and do not hold myself out as an expert on the
laws of any other state.

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

                              Very truly yours,

                        /s/ Mark W. Hoffman

                              Mark W. Hoffman


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