Re: Outside Counsel for transaction with Seminole Indian Tribe of

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Carlos Sole@ENRON
05/09/2001 06:02 PM

To: Mark E Haedicke/HOU/ECT@ECT
cc: Janette Elbertson/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT
Subject: Outside Counsel for transaction with Seminole Indian Tribe of
Florida

Mark,

I have a unique outside counsel request on which I'd like your approval. I
am involved with a potential power plant development project with the
Seminole Indian Tribe of Florida. The project would be on their land and
would potentially involve a joint venture with them. Although we are at a
preliminary stage, even the initial letter of intent that we are negotiating
raises unique issues that will set the precedent for our project development
agreements with respect to enforceability, jurisdiction and dispute
resolution matters.

I have identified and spoken with Lynn Slade of the New Mexico law firm of
Modrall, Sperling, Roehl, Harris & Sisk on whether he could advise us on the
Indian law issues associated with this project. Lynn and several of his
colleagues specialize on Indian law matters, and Lynn has experience both
with representing Enron and in handling energy transactions in general. In
fact, Lynn gave a presentation at the 1999 Enron law conference entitled
"Energy Business in 'Indian Country': Opportunities and Obstacles" (credit
goes to Jeff Hodge for remembering that presentation and suggesting I contact
Lynn); Lynn has represented several of Enron's pipeline companies, as well as
the government affairs department, in connection with their Indian law issues
and, at one time, prepared an opinion letter for ENA in a transaction
involving the Ute tribe.

Lastly, please note that I had asked our Florida counsel of Greenberg Trauig
on whether they had any Indian law expertise, including specifically, any
experience involving the Seminoles. Unfortunately, the Seminoles are one of
their clients so Greenberg cannot represent us in a manner adverse to the
Tribe.

Thanks in advance for your attention and consideration of this request.

Carlos Sole'
Senior Counsel
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361

(713) 345-8191 (phone)
(713) 646-3393 (fax)