EXHIBIT 99(D)
Christy & Viener
Rockefeller Center
620 Fifth Avenue
New York, New York 10020
March 18, 1997
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
Central Power and Light Company
539 North Carancahua Street
Corpus Christi, Texas 78401-2802
Ladies and Gentlemen:
We have acted as special tax counsel to you in connection with the proposed tender offer by Central and South
West Corporation, a Delaware corporation ("CSW"), with respect to preferred stock issued by its subsidiary,
Central Power and Light Company, a Texas corporation ("CPL"), as described in the Offer to Purchase and
Proxy Statement dated March 18, 1997 (the "Offer").
In rendering the opinion expressed below, we have examined such documents as we have deemed relevant and
necessary, including, without limitation, the Issuer Tender Offer Statement on Schedule 13E-4 dated March 18,
1997 and the exhibits thereto (the "Tender Offer Statement") relating to certain outstanding preferred stock of
CPL, as listed in the Tender Offer Statement (the "Preferred Stock"), which is being filed by CSW with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The Tender
Offer Statement includes the Offer, which incorporates by reference the Annual Report on Form 10-K of CPL
for the year ended December 31, 1996.
Our opinion is conditioned, among other things, upon the accuracy and completeness of the facts, information,
and representations contained in the Tender Offer Statement as of the date hereof and the continuing accuracy
and completeness thereof until the consummation of the transactions contemplated by the Tender Offer
Statement. We have not undertaken any independent investigation of any factual matters set forth in the Tender
Offer Statement or any other document we have examined. We have assumed that the transactions contemplated
by the Tender Offer Statement will occur as provided therein and that there will be no material