Re: Legal Opinion

Jorge:

(1) Yes, I did verbally approve the Merrill Lynch "Other Provisions" section
of the rate swap (10/26/00 deal).

(2) Yes, I received your Fax of 11/21/00 from Bank of Montreal with your
email to the bank. The language which you sent to the Bank of Montreal
("BOM") was to be based on the Merrill Lynch "Other Provisions" section of
the above rate swap. In that regard,
(i) you inadvertently left out a phrase when you retyped the Merrill Lynch
language. However, BOM's subsequent revision is acceptable.
(ii) it is not clear to me whether ALL of Paragraph 3 in the original BOM
confirm is being replaced. Your message to BOM seems to imply that it is
fully
replaced (which is what we want). You should definitely verify that
this is the case in your latest BOM confirm.

(3) Yes, the Termination Agreement format from Deutsche Bank AG looks fine.
Just be sure that all transaction references are correct.

Sorry for the delay. I am trying to identify another lawyer to back me up.

Sara

Jorge A Garcia@ENRON
11/27/2000 08:57 AM

To: Sara Shackleton/HOU/ECT@ECT
cc: Laurel Adams/HOU/ECT@ECT
Subject: Legal Opinion

Good Morning Sara,

Hope you had a nice holiday weekend! I wanted to follow up regarding several
issues.

1) Please provide me with your e-mail authorization wherein you verbally
approved the "Right to Terminate" language for the Merrill Lynch Interest
Rate Swap Confirmation.

2) I faxed you Bank of Montreal's response to the "Right to Terminate"
language on Friday for the Interest Rate Swap that was originally traded on
11/3/00.. Please advise with your opinion. I have another trade with the
identical language from 11/14/00 that I am faxing to you this morning. We
received it at 5:37pm Friday afternoon.

3) Please advise your opinion on the Termination Agreement for the Default
Swap with Deutsche Bank dated 10/12/00.

Looking forward to your response.

Regards,

Jorge