Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ENTERGY TEXAS, INC. | a06509.htm |
| EX-8.1 - EXHIBIT 8.1 - ENTERGY TEXAS, INC. | a0650981.htm |
| EX-99.6 - EXHIBIT 99.6 - ENTERGY TEXAS, INC. | a06509996.htm |
| EX-99.5 - EXHIBIT 99.5 - ENTERGY TEXAS, INC. | a06509995.htm |
|
SIDLEY
AUSTIN LLP
787
SEVENTH AVENUE
NEW
YORK, NY 10019
(212)
839 5300
(212)
839 5599 FAX
|
BEIJING
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG
KONG
LONDON
|
LOS
ANGELES
NEW
YORK
SAN
FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON,
D.C.
|
|
|
FOUNDED
1866
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November
6, 2009
Exhibit
5.1
|
Entergy
Texas, Inc.
350
Pine Street
Beaumont,
Texas 77701
Entergy
Texas Restoration Funding, LLC
Capital
Center
919
Congress Avenue, Suite 840-C
Austin,
Texas 78701
|
|
Re:
|
Entergy Texas
Restoration Funding, LLC
|
Ladies
and Gentlemen:
We have
acted as special counsel to Entergy Texas Restoration Funding, LLC, a Delaware
limited liability company (the "Company"), in connection with the preparation of
the Registration Statement filed on Form S-3 (Registration No 333-161911) filed
on September 15, 2009 and as amended by Amendment No. 1 filed on October 20,
2009 (collectively, the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of transition bonds
(the "Transition Bonds") of the Company to be offered in such manner as
described in the form of the prospectus (the "Prospectus") included as part of
the Registration Statement. The Transition Bonds are to be issued in
an aggregate amount of $545,900,000 under an Indenture (the "Indenture") dated
November 6, 2009 between the Company and The Bank of New York Mellon, a New York
banking corporation, as indenture trustee (the "Indenture
Trustee").
We are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the proposed authorization, issuance and sale of the Transition
Bonds. We have examined and relied upon originals, or copies of
originals, certified or otherwise identified to our satisfaction of such records
of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and other
instruments, and examined such questions of law and satisfied ourselves to such
matters of fact as we deemed relevant or necessary as a basis for this
letter. In rendering the opinions expressed in this letter, we have
assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of any copies thereof submitted to us
for examination. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company or others.
Based
upon the foregoing, we are of the opinion that:
1. The
Company is a limited liability company validly existing and in good standing
under the laws of the State of Delaware.
2. The
Company has limited liability company power and authority to execute and deliver
the Indenture and to authorize and issue the Transition Bonds and to perform its
obligations under the Indenture and the Transition Bonds.
3. The
Transition Bonds will be legally issued and binding obligations of the Company,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or similar laws affecting creditors' and
contracting parties rights generally or general principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law)
when such Transition Bonds shall have been duly executed and authenticated as
provided in the Indenture and shall have been duly delivered to the purchasers
thereof against payment of the agreed consideration therefor.
For the
purposes of this letter, we have assumed that there will be no changes in the
laws currently applicable to the Company and the validity, legally binding
character or enforceability of the Transition Bonds, and that such laws will be
the only laws applicable to the Company and the Transition Bonds.
This
letter is limited to the Limited Liability Company Act of the State of Delaware,
the laws of the State of New York and the federal laws of the United States of
America. We do not find it necessary for the purposes of this letter to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to sales of the Transition
Bonds.
We hereby
consent to the filing of this letter as an exhibit to the report on Form 8-K on
November 6, 2009 with respect to the above-referenced Registration Statement and
to all references to our firm included in or made a part of the Registration
Statement. In giving the foregoing consents, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the related rules and regulations of the
Commission. Except as stated above, without our prior written
consent, this letter may not be furnished or quoted to, or relied upon by, any
other person for any purpose.
Very
truly yours,
/s/
Sidley Austin LLP
Sidley
Austin LLP is a limited
liability partnership practicing in affiliation with other Sidley Austin
partnerships