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Entergy Corp./DE – ‘8-K’ for 3/5/21 – ‘EX-5.01’

On:  Friday, 3/5/21, at 11:00am ET   ·   For:  3/5/21   ·   Accession #:  65984-21-121   ·   File #:  1-11299

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/05/21  Entergy Corp./DE                  8-K:8,9     3/05/21   15:435K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     29K 
 2: EX-4.02(A)  Instrument Defining the Rights of Security Holders  HTML     56K 
 3: EX-4.02(B)  Instrument Defining the Rights of Security Holders  HTML     56K 
 4: EX-5.01     Opinion of Counsel re: Legality                     HTML     11K 
11: R1          Document and Entity Information Document            HTML     50K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- etr-20210305_htm                    XML     28K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 6: EX-101.CAL  XBRL Calculations -- etr-20210305_cal                XML      7K 
 7: EX-101.DEF  XBRL Definitions -- etr-20210305_def                 XML     48K 
 8: EX-101.LAB  XBRL Labels -- etr-20210305_lab                      XML     97K 
 9: EX-101.PRE  XBRL Presentations -- etr-20210305_pre               XML     47K 
 5: EX-101.SCH  XBRL Schema -- etr-20210305                          XSD     13K 
14: JSON        XBRL Instance as JSON Data -- MetaLinks               16±    24K 
15: ZIP         XBRL Zipped Folder -- 0000065984-21-000121-xbrl      Zip     44K 


‘EX-5.01’   —   Opinion of Counsel re: Legality


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Exhibit 5.01


March 5, 2021
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113

Ladies and Gentlemen:

We have acted as counsel for Entergy Corporation (the “Company”) in connection with the Registration Statement on Form S-3, as amended (Registration Statement No. 333-233403) (the “Registration Statement”), relating to $650,000,000 in aggregate principal amount of the Company’s 1.90% Senior Notes due June 15, 2028 (the “2028 Notes”) and $650,000,000 in aggregate principal amount of the Company’s 2.40% Senior Notes due June 15, 2031 (the “2031 Notes” and, together with the 2028 Notes, “Senior Notes”). The Senior Notes have been issued pursuant to the Company’s Indenture, dated as of September 1, 2010, with Wells Fargo Bank, National Association, as trustee (the “Trustee”) (the Indenture, as heretofore supplemented, including by the officer’s certificates establishing the terms of the Senior Notes, being hereinafter referred to as the Indenture).
In our capacity as such counsel, we have examined the Registration Statement and the Indenture which has been filed with the Securities and Exchange Commission. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have 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. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as originals of the documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Senior Notes, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.


Entergy Corporation
March 5, 2021
Page 2
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Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Senior Notes are legally valid and are binding obligations of the Company.
This opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as Exhibit 5.01 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




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
6/15/31
6/15/28
Filed on / For Period end:3/5/21
9/1/10UPLOAD
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Entergy Corp.                     10-K       12/31/23  196:135M
 2/24/23  Entergy Corp.                     10-K       12/31/22  194:149M
 8/08/22  Entergy Corp.                     S-3ASR      8/08/22   36:30M
 2/25/22  Entergy Corp.                     10-K       12/31/21  195:144M
 5/06/21  Entergy Corp.                     10-Q        3/31/21  107:39M
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Filing Submission 0000065984-21-000121   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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