I would really appreciate your advice.  I have to learn it somehow, and I 
know that you have an excellent idea of what works.

Thanks,

Kay


From: Sheila Tweed@ECT on 04/06/2001 11:22 AM
To: Kay Mann/Corp/Enron@ENRON
cc:  

Subject: Re: Pegasus: ENA Consent and Legal Opinion  

Mark is the signer of opinions and I know what he will sign and what he 
won't, so I'll be glad to help you through it but it's



	Kay Mann@ENRON
	04/06/2001 10:47 AM
		
		 To: Sheila Tweed/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Pegasus: ENA Consent and Legal Opinion

They have a financing out in the letter agreement.  We have to use 
commercially reasonable efforts to deliver GE consents, but I don't recall 
anything about in other financing docs.

Is someone in the dept designated as the opinion reviewer?

Kay




From: Sheila Tweed@ECT on 04/06/2001 10:19 AM
To: Kay Mann/Corp/Enron@ENRON
cc:  

Subject: Re: Pegasus: ENA Consent and Legal Opinion  

I guess I'm not sure I know what's in the letter agreement.  If it's a done 
deal, I'd say no or at least maybe.  We only give due authority opinions and 
we try to narrow our obligations to lenders under Consent Agreements



	Kay Mann@ENRON
	04/06/2001 09:15 AM
		 
		 To: Sheila Tweed/HOU/ECT@ECT
		 cc: 
		 Subject: Pegasus: ENA Consent and Legal Opinion

Nice touch, sending this the day after the letter agreement was signed.  Can 
you enlighten me on the ENA procedures and sensitivities to these types of 
docs?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/06/2001 09:14 
AM ---------------------------


"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/06/2001 09:07:25 AM
To: "Carolyn Campbell (E-mail)" <CCampbell@KSLAW.com>, "John Keffer (E-mail)" 
<JKeffer@KSLAW.com>, "Kay Mann (E-mail)" <kay.mann@enron.com>, "Rick Vicens 
(E-mail)" <rvicens@deltapower.com>, "Gregory F. Lang (E-mail)" 
<gregorylang@paulhastings.com>
cc: "John Tisdale (E-mail)" <jtisdale@jhancock.com>, "Dan Revers (E-mail)" 
<drevers@arclightcapital.com>, "Amy Weed (E-mail)" <aweed@jhancock.com>, 
"BURKE, Ted (TDB)" <ted.burke@freshfields.com> 

Subject: Pegasus: ENA Consent and Legal Opinion


This e-mail is confidential and may well also be legally privileged. If you 
have received it in error, you are on notice of its status.  Please notify us 
immediately by reply e-mail and then delete this message from your system.  
Please do not copy it or use it for any purposes, or disclose its contents to 
any other person:  to do so could be a breach of confidence.  Thank you for 
your co-operation.  Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com 
if you need assistance.






We understand that the Letter Agreement is to be signed today, and attach
for your comments a form of ENA consent to collateral assignment of the
Letter Agreement and a form of legal opinion to be issued by in-house
counsel to ENA.  Both documents are conditions precedent to funding.

Kind regards
Isabel


 - NY003700425.DOC
 - NY003699617.DOC