FYI
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 02/02/2000 
04:11 PM ---------------------------


David Minns@ENRON_DEVELOPMENT
02/02/2000 03:39 PM
To: Sara Shackleton/HOU/ECT@ECT
cc: Alan Aronowitz@ECT 
Subject: Re: Australian counterparties - Guaranty in connection with ISDA 
Master Swap Agreement  

Sara, US legal opinions on guaranties is a hot issue for us. We needed to get 
one when we were first granted our licence to trade electricity derivatives 
in 1998 from Cadwalader Wickersham and Taft. It advises on the enforcability 
of a guaranty under NY law in NY. I will fax it to you. I was planning on 
getting an updated opinion as our guaranty form has developed. Also there are 
several counterparties who are insisting on an individual opinion, which to 
date we have not been willing give.      

I am also working through Clement Abrams to get a legal opinion From Vincent 
and Elkins on the enforceability of judgment in Australian court in respect 
of a Guaranty  in NY. That is a more complicated exercise.

Anyway to answer your question it is customary to an extent. A number of law 
firms advise their clients to get to cover themselves. Who is the 
counterparty?        



Sara Shackleton@ECT
02/03/2000 04:47 AM
To: David Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:  

Subject: Australian counterparties - Guaranty in connection with ISDA Master 
Swap Agreement

I am negotiating an ISDA on behalf of ENA with an Australian corporate 
insisting upon a legal opinion (enforceability) with respect to the Enron 
Corp. guaranty.  Is this a customary request by Australian corporates that 
you would normally grant?  If so, who has issued the opinion?  I look forward 
to your reply.  Regards.  Sara