Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ENTERGY TEXAS, INC. | a06509.htm |
| EX-5.1 - EXHIBIT 5.1 - ENTERGY TEXAS, INC. | a0650951.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
8.1
|
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, Inc., a Texas corporation ("ETI") and
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 (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 proposed issuance of up to
$545,900,000 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") and the form of prospectus supplement (the "Prospectus
Supplement") included as part of the Registration Statement. The
Transition Bonds are to be issued under an Indenture (the "Indenture") 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 that 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, it is our opinion that for U.S. federal income tax purposes,
(1) the Company will not be treated as a taxable entity separate and apart from
ETI and (2) the Transition Bonds will be treated as debt of ETI.
Our
opinion is limited to the United States federal income tax matters specifically
covered hereby, and we have neither been asked to address, nor have we
addressed, any other tax consequences regarding the transaction referred to
above or any other transaction. This opinion is based on the current provisions
of the Internal Revenue Code and the Treasury Regulations issued or proposed
thereunder, revenue rulings, revenue procedures and other published releases of
the Internal Revenue Service and current case law, any of which can change at
any time. Any change could apply retroactively and modify the legal
conclusions upon which our opinions are based. This opinion is
rendered as of the date hereof and we do not undertake, and hereby disclaim, any
obligation to advise you of any changes in law or fact, whether or not material,
that may be brought to our attention at a later date.
We are
furnishing this opinion to you solely in connection with the issuance of the
Transition Bonds described above, and this opinion is not to be relied on,
circulated, quoted or otherwise referred to for any other purpose. However, we
hereby consent to the filing of this opinion as an exhibit to the report on From
8-K filed on November 6, 2009 with respect to the above-referenced Registration
Statement and to the references to this Firm in the Prospectus under the section
captioned "Prospectus Summary – U.S. Federal Income Tax Status," the Prospectus
under the section captioned "Material U.S. Federal Income Tax Consequences," the
Prospectus under the section captioned "Legal Matters", and the Prospectus
Supplement under the section captioned "Material U.S. Federal Income Tax
Consequences." In giving such consent, 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 rules and regulations of the Commission
thereunder.
Very
truly yours,
/s/
Sidley Austin LLP
Sidley
Austin LLP is a limited
liability partnership practicing in affiliation with other Sidley Austin
partnerships