Enron Mail

From:carol.clair@enron.com
To:caroline.abramo@enron.com
Subject:AIG Legal Opinion
Cc:frank.sayre@enron.com, sara.shackleton@enron.com, paul.radous@enron.com,russell.dyk@enron.com
Bcc:frank.sayre@enron.com, sara.shackleton@enron.com, paul.radous@enron.com,russell.dyk@enron.com
Date:Tue, 22 May 2001 02:02:00 -0700 (PDT)

Caroline,
As I have said from the outset, before we send them an ISDA, we need to
obtain from their Bermuda counsel a legal opinion that gives us the
assurances that we need that (1) all of the Bermuda transactions have been
duly authorized and are enforceable by us against AIG and (2) we have a
perfected security interest in any collateral that has been posted by AIG to
us. A form of the legal opinion is attached to the confirm. As to point #1,
we have no way of confirming this on our own and I understand from Brent
Hendry that because of various peculiarities with Bermuda law, our only way
of gaining comfort on this is through the legal opinion process. As to point
#2, we have gotten some comfort from our legal counsel on this but again it
is appropriate to have AIG's counsel opine as to this.

Please call or e-mail me, Sara or Frank if you have any additional questions.


Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com