Entergy Arkansas, LLC
August 17, 2023
Page 2
This opinion is limited to the laws of the State of New York, except as set forth in the following two sentences. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of Arkansas, we have relied upon the opinion of even date herewith addressed to you of Friday, Eldredge & Clark, LLP, which is being filed as Exhibit 5.03 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of Texas, we have relied upon the opinion of even date herewith addressed to you of Jennings, Strouss & Salmon, P.L.L.C., which is being filed as Exhibit 5.04 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. As to all matters of the laws of the State of New York, Friday, Eldredge & Clark, LLP and Jennings, Strouss & Salmon, P.L.L.C. are authorized to rely on this opinion as if it were addressed to each of them.
We further note that our opinion regarding the binding nature of the Company’s obligations with respect to the Bonds may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees’ and other creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law) and principles of public policy, including the possible unavailability of specific performance or injunctive relief, and (b) concepts of materiality, reasonableness, good faith and fair dealing and by the discretion of the court before which any proceeding therefor may be brought.
We hereby consent to the filing of this opinion as Exhibit 5.02 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the caption “Legality.” In giving the foregoing consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
|
Very truly yours, |
/s/ Morgan, Lewis & Bockius LLP |