Common use of Louisiana Law Clause in Contracts

Louisiana Law. 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, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Xxxx & Priest LLP of New York, New York. The opinion set forth above is solely for the benefit of the addressee of this letter in connection with the Underwriting Agreement and the transactions contemplated 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, without our prior written consent, except that Xxxx & Priest LLP and Winthrop, Stimson, Xxxxxx & Xxxxxxx may rely on this opinion as to all matters of Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, By: Xxxxxxxx X. Xxxxxx, Esq. of Entergy Services, Inc. EXHIBIT B [Letterhead of Xxxx & Priest LLP] [_____________] [UNDERWRITER] [ADDRESS] Ladies and Gentlemen: With reference to the issuance and sale by New Orleans Public Service Inc. (the "Company") to you, pursuant to the agreement effective [_____________] (the "Underwriting Agreement"), between the Company and you, of [$__________] in aggregate principal amount of its General and Refunding Mortgage Bonds, ____% Series due [_____________] (the "Bonds"), issued under the Company's Mortgage and Deed of Trust, dated as of May 1, 1987, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [______] Supplemental Indenture dated as of [_____________] (the Mortgage and Deed of Trust as so supplemented being hereinafter called the "Mortgage"), we advise you that we are of counsel to the Company and in that capacity have participated in the preparation of or have examined and are familiar with (1) the Mortgage; (2) the Registration Statement and the Prospectus filed under the Securities Act; (3) the Underwriting Agreement; and (4) 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 with respect to the issuance and sale of the Bonds. We have also examined such other documents and satisfied ourselves as to such other matters as we have deemed necessary 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 a specimen thereof, and we have relied upon a certificate of 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. 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. I am a member of the Bar of the State of Louisiana Louisiana, and do not hold myself out as an expert on this opinion is limited to the laws of any other statethe State of Louisiana and the federal laws of the United States of America. As to all matters of New York law, I have relied, with your approval, upon the This opinion of even date herewith addressed to you by Xxxx & Priest LLP of New York, New York. The opinion set forth above is solely for the your benefit of the addressee of this letter in connection with the Underwriting Agreement and the transactions contemplated 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, without our my prior written consent, except that Xxxx Xxxxxx, Xxxxx & Priest Bockius LLP and Winthrop, Stimson, Xxxxxx & Xxxxxxx may rely on this opinion as to all matters of Louisiana law in rendering their opinions its opinion required to be delivered under the Underwriting Agreement. Very truly yours, By: Xxxxxxxx Xxxx X. Xxxxxx, Esq. Assistant General Counsel–Corporate and Securities [NAMES OF UNDERWRITERS] c/o [NAMES AND ADDRESSES OF REPRESENTATIVES] Ladies and Gentlemen: We, together with Xxxx X. Xxxxxx, Esq., Assistant General Counsel–Corporate and Securities of Entergy Services, Inc. EXHIBIT B [Letterhead of Xxxx LLC, and Xxxxxx, Xxxxx & Priest Xxxxxxx LLP] , have acted as counsel to Entergy Texas, Inc., a Texas corporation (the “Company”), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement, dated [_____________] ], 20[UNDERWRITER] [ADDRESS] Ladies and Gentlemen: With reference to the issuance and sale by New Orleans Public Service Inc. (the "Company") to you, pursuant to the agreement effective [_____________] (the "“Underwriting Agreement"”), between the Company and you, of $[$__________] in aggregate principal amount of its General and Refunding the Company’s First Mortgage Bonds, [____]% Series due [___________], 20[__] (the "“Bonds"”), issued under pursuant to the Company's Mortgage and ’s Indenture, Deed of TrustTrust and Security Agreement, dated as of May October 1, 19872008, with The Bank of New York Mellon, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [______] Supplemental Indenture dated as of [_____________] trustee (the Mortgage and “Trustee”) (the Indenture, Deed of Trust and Security Agreement, as so supplemented amended and supplemented, and including the officer’s certificate establishing the terms of the Bonds (the “Officer’s Certificate”), being hereinafter called referred to as the "“Mortgage"”). This opinion letter is rendered to you at the request of the Company 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 advise you that we are of counsel to the Company and in that capacity have either participated in the preparation of or have examined and are familiar with with: (1a) the Company’s Amended and Restated Certificate of Formation, as amended, and the Company’s Amended and Restated Bylaws; (b) the Underwriting Agreement; (c) the Mortgage; (2d) the Registration Statement Statement, the Disclosure Package and the Prospectus filed under the Securities Act; (3) the Underwriting AgreementProspectus; and (4e) the Continuing Disclosure Agreement. This opinion is rendered to you at the request records of the Company. We have participated in the preparation of or reviewed the various corporate proceedings with respect relating to the authorization, issuance and sale of the Bonds. We have also examined such other documents Bonds by the Company and satisfied ourselves as to such other matters as we have deemed necessary to enable us to render this opinionthe execution and delivery by the Company of the 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 the conformity to the originals of the documents submitted to us as certified or photostatic copiescopies and the authenticity of the originals 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 letter. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of Bank of Montreal Trust Company 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. 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. a member of the Louisiana Bar and, for purposes of the State of Louisiana and this opinion, do not hold myself out as an expert on the laws of any jurisdiction other statethan the State of Louisiana and the United States of America. As to all matters of New York law, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Xxxx Thelen Reid & Priest LLP of New York, New York. The Xxe opinion set forth above is solely for the benefit of the addressee addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder, it is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Bonds, thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without our my prior written consent, except that Xxxx Thelen Reid & Priest LLP and Winthrop, Stimson, Xxxxxx Puxxxx & Xxxxxxx Xxxerts may rely on this opinion as to all matters of Louisiana alx xxxxers xx Xxxxsiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, By: Xxxxxxxx X. Xxxxxx, Esq. of Entergy Services, Inc. EXHIBIT B [Letterhead of Xxxx Thelen Reid & Priest LLP] [___________ __, ____ [Underwriters] c/o [Lead Manager] [UNDERWRITER] [ADDRESSAddress] Ladies and Gentlemen: With reference to the issuance and sale by New Orleans Public Service Inc. We, together with Denise C. Redmann, Esq., Senior Counsel-Corporate axx Xxxxxxxxxx xx Xntergy Services, Inc., have acted as counsel for Entergy Louisiana, Inc., a Louisiana corporation (the "Company") ), in connection with the issuance and sale to you, pursuant to the agreement Underwriting Agreement, effective [________ __, ______] _ (the "Underwriting Agreement"), between the Company and you, of an aggregate of $________ principal amount of its % [$Insert Title of Debt Securities] (the "Securities"), issued pursuant to an Indenture (For Unsecured Debt Securities) dated as of _________ __, ____ between the Company and __________] in aggregate principal amount of its General and Refunding Mortgage Bonds, ____% Series due [_____________] as trustee (the "BondsTrustee"), issued under the Company's Mortgage and Deed of Trust, dated as of May 1, 1987, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [______] Supplemental Indenture dated terms of the Securities established as of [_____________] contemplated by Section 301 thereof (the Mortgage and Deed of Trust as so supplemented being hereinafter called the "MortgageIndenture"), we advise you that we are of counsel to the Company and in that capacity have participated in the preparation of or have examined and are familiar with (1) the Mortgage; (2) the Registration Statement and the Prospectus filed under the Securities Act; (3) the Underwriting Agreement; and (4) the Continuing Disclosure Agreement. This opinion is rendered to you at the request of the Company. We 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 reviewed 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 Indenture; (d) the Registration Statements and the Prospectus; (e) the records of various corporate proceedings with respect relating to the authorization, issuance and sale of the Securities by the Company and the execution and delivery by the Company of the Indenture and the Underwriting Agreement; and (f) the proceedings before and the order entered by the Commission under the 1935 Act relating to the issuance and sale of the BondsSecurities by the Company. 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 to enable us 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 copiescopies and the authenticity of the originals of such latter documents. We have not examined the BondsSecurities, except a specimen thereof, and we have relied upon a certificate of Bank of Montreal Trust Company 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. Based upon the foregoing, and subject 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 Louisiana, and do not hold myself out as an expert on this opinion is limited to the laws of any other statethe State of Louisiana and the United States of America. As to all matters of New York law, I have relied, with your approval, upon the This opinion of even date herewith addressed to you by Xxxx & Priest LLP of New York, New York. The opinion set forth above is solely for the your benefit of the addressee of this letter in connection with the Underwriting Agreement and the transactions contemplated 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, without our my prior written consent, except that Xxxx & Priest Xxxxxx LLP and Winthrop, Stimson, Xxxxxx & Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP may rely on this opinion as to all matters of Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, By[Xxxx X. Xxxx] [Senior Counsel-Corporate and Securities] [Name(s) of Underwriters(s)] c/o [Name(s) of Representatives(s)] [Address(es) of Representative(s)] Ladies and Gentlemen: Xxxxxxxx X. XxxxxxWe, Esq. of Entergy Services, Inc. EXHIBIT B [Letterhead of Xxxx & Priest LLP] together with [_____________] [UNDERWRITER] [ADDRESS] Ladies and Gentlemen: With reference to the issuance and sale by New Orleans Public Service Inc. (the "Company") to you], pursuant to the agreement effective Esq. [__________] of Entergy Services, Inc. and Xxxxxx LLP, have acted as Texas counsel to Entergy Texas, Inc., a Texas corporation (the "Company"), 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 $[$__________] in ],000,000 aggregate principal amount of its General and Refunding Mortgage Bonds, [____]% Series due [___________], 20[__] (the "Bonds"), issued under pursuant to the Company's Mortgage and Indenture, Deed of TrustTrust and Security Agreement, dated as of May 1, 1987, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [______] Supplemental Indenture dated as of [_____________] ], 2008, with The Bank of New York Mellon, as trustee (the Mortgage and "Trustee") (the Indenture, Deed of Trust as so supplemented and Security Agreement, including the officer's certificate establishing the terms of the Bonds, being hereinafter called referred to as the "Mortgage"), we advise you that we are of counsel to the Company and in that capacity have participated in the preparation of or have examined and are familiar with (1) the Mortgage; (2) the Registration Statement and the Prospectus filed under the Securities Act; (3) the Underwriting Agreement; and (4) the Continuing Disclosure Agreement. This opinion is rendered to you at the request of the Company. We 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 reviewed have examined and are familiar with: (a) the Company's Certificate of Formation and the Company's By-Laws; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement, the Disclosure Package and the Prospectus; and (e) the records of various corporate proceedings with respect relating to the authorization, issuance and sale of the Bonds. We have also examined such other documents Bonds by the Company and satisfied ourselves as to such other matters as we have deemed necessary to enable us to render this opinionthe execution and delivery by the Company of the 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 the conformity to the originals of the documents submitted to us as certified or photostatic copiescopies and the authenticity of the originals 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 a specimen thereof, and we have relied upon a certificate of Bank of Montreal Trust Company 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. 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:.