EXHIBIT 5(a)



                 [Letterhead of Friday, Eldredge & Clark, LLP]




       Entergy Arkansas, Inc.
       425 West Capitol, 40th Floor
       Little Rock, Arkansas  72201

       Ladies and Gentlemen:

            We   refer  to  the  Registration  Statement  on  Form  S-3,
       including the exhibits thereto, which Entergy Arkansas, Inc. (the
       "Company")  proposes  to  file with the Securities  and  Exchange
       Commission  (the  "Commission") on  or  shortly  after  the  date
       hereof, for the registration under the Securities Act of 1933, as
       amended,  of  $300,000,000 in aggregate principal amount  of  its
       First Mortgage Bonds and Debt Securities (the "Securities") to be
       issued in one or more new series, and for the qualification under
       the  Trust  Indenture Act of 1939, as amended, of  the  Company's
       Indenture   for   First  Mortgage  Bonds,  as  proposed   to   be
       supplemented,  under which any First Mortgage  Bonds  are  to  be
       issued (the "Indenture").  We advise you that in our opinion:

                 (1)   The  Company is a corporation duly organized  and
            validly existing under the laws of the State of Arkansas.

                 (2)   All action necessary to make valid and legal  the
            proposed  issuance and sale by the Company of the Securities
            will have been taken when:

                      (a)  the Company's said Registration Statement  on
                 Form  S-3,  as  it  may be amended, shall  have  become
                 effective  in accordance with the applicable provisions
                 of  the  Securities  Act of 1933,  as  amended,  and  a
                 supplement  or supplements to the prospectus specifying
                 certain  details  with  respect  to  the  offering   or
                 offerings of the Securities shall have been filed  with
                 the  Commission,  and  the Indenture  shall  have  been
                 qualified  under the Trust Indenture Act  of  1939,  as
                 amended;

                      (b)  appropriate orders shall have been issued  by
                 the   Arkansas  Public  Service  Commission   and   the
                 Tennessee  Public  Service Commission  authorizing  the
                 issuance and sale of the Securities;

               (c)    appropriate  action  shall  have  been  taken   by
          the   Board  of  Directors  of  the  Company  and/or  by   the
          Executive   Committee   thereof  and/or   by   an   Authorized
          Officer   thereof   for  the  purpose   of   authorizing   the
          consummation    of   the   issuance   and    sale    of    the
          Securities;

               (d)    the   specific  terms  of  each   Security   shall
          have   been   determined  by  supplemental  indenture,   board
          resolution, or officer's certificate; and

               (e)    the   Securities  shall  have  been   issued   and
          delivered   for   the  consideration  contemplated   by,   and
          otherwise   in   conformity  with,  the   acts,   proceedings,
          and documents referred to above.

          (3)     When   the   foregoing   steps   applicable   to   the
     Securities  shall  have  been  taken,  the  Securities  will   have
     been    legally   issued   and   will   be   valid   and    binding
     obligations   of   the  Company  enforceable  in  accordance   with
     their   terms,   except  as  limited  by  bankruptcy,   insolvency,
     reorganization,  or  other  laws  affecting  the   enforcement   of
     mortgagees' and other creditors' rights.

          This   opinion   does   not   pass   upon   the   matter    of
compliance  with  "blue  sky"  laws or  similar  laws  relating  to  the
sale or distribution of the Securities by underwriters.

          We   are  members  of  the  Arkansas  Bar  and  do  not   hold
ourselves out as experts on the laws of any other state.

          We   hereby  consent  to  the  use  of  this  opinion  as   an
exhibit  to  the  Company's  Registration  Statement  on  Form  S-3  and
consent  to  such  references  to  our  firm  as  may  be  made  in  the
Registration  Statement  and  in  the  Prospectus  constituting  a  part
thereof.

                              Very truly yours,

                              /s/ Friday, Eldredge & Clark, LLP

                              FRIDAY, ELDREDGE & CLARK, LLP