EX-5.01 3 d52765dex501.htm EX-5.01 EX-5.01

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Exhibit 5.01

May 7, 2026

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 (Registration Statement No. 333-289302) (the “Registration Statement”), relating to the offering of 19,247,788 shares of common stock, $0.01 par value, of the Company (“Common Stock”).

In our capacity as such counsel, we have examined: (1) the Registration Statement; (2) the Underwriting Agreement, dated May 5, 2026 (the “Underwriting Agreement”), by and among the Company, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc., as the representatives of the underwriters named therein, and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc., as the forward sellers; and (3) the “Forward Sale Agreements” meaning, collectively, (i) the forward sale agreement, dated May 5, 2026, by and between the Company and Wells Fargo Bank, National Association, (ii) the forward sale agreement, dated May 5, 2026, by and between the Company and Citibank, N.A., (iii) the forward sale agreement, dated May 5, 2026, by and between the Company and Barclays Bank PLC, and (iv) the forward sale agreement, dated May 5, 2026, by and between the Company and The Bank of Nova Scotia (Wells Fargo Bank, National Association, Citibank, N.A., Barclays Bank PLC and The Bank of Nova Scotia, as forward purchasers, the “Forward Purchasers”). 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 electronic copies and the authenticity of the originals of all documents submitted to us as copies.

 

   Morgan, Lewis & Bockius LLP   
   101 Park Avenue   
DB1/ 164398045.6    New York, NY 10178-0060    LOGO +1.212.309.6000
   United States    LOGO +1.212.309.6001


Entergy Corporation

May 7, 2026

Page 2

 

Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that any shares of Common Stock that may be issued and delivered to the Forward Purchasers by the Company pursuant to the Forward Sale Agreements, when issued and delivered by the Company against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable.

This opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

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. We also consent to the reference to us in the prospectus included 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