Carlos & Matt -

Thanks for the input.  These are good points, and they have me cautiously 
optimistic.

Let's have an S.I.T.  legal kick-off discussion early next week (Tuesday).  I 
would also like to include Marchris in the discussion.  I'll have my 
assistant set up the meeting and include a call-in number for Marchris.

Mitch


From: Carlos Sole on 05/18/2001 01:05 PM
To: Mathew Gimble/HOU/ECT@ECT
cc: Bruce Golden/Enron@EnronXGate, Mitch Robinson/Corp/Enron@Enron, Marchris 
Robinson/NA/Enron@Enron, kay.mann@enron.com, David Fairley/Enron@EnronXGate 

Subject: Re: Seminole Indian Tribe Project  

Mathew,

Per our conversation yesterday, I would reiterate the importance of a team 
meeting on our potential project with the Seminoles given that there will be 
a lot of complex legal structuring required for the project in addition to 
all of the commercial structuring that you are still evaluating.  

As a general rule, you should know that under federal law, Indian tribes are 
legally treated as sovereign nations and so they are immune from regulation 
by a state government and immune from federal and state court jurisdiction 
unless they consent to it.  They are entitled to establish their own 
governing laws and regulations and are subject to very unique federal law 
requirements.  To illustrate, with respect to our potential project with them 
it means we will need to address such issues as: (1) getting BIA approval for 
our site acquisition on Indian land, non-Indians can only lease tribal land 
and for our type of transaction, our lease will require approval from the 
BIA; (2) tribal taxes may impact the facility; (3) tribal permits, licenses 
etc will apply, including tribal environmental laws -- the tribe may have its 
own tribal EPA for instance; (4) preserving the right to challenge any tribal 
taxes or regulations in courts, other than the tribal courts; (5) 
specifically getting waivers of sovereign immunity from the Tribe so that we 
can subject them to federal court jurisdiction; (6) specifically ensuring 
that the Tribe has complied with its own constitution and tribal rules in 
executing agreements so that such agreements are enforceable; and (7) 
specifically getting a waiver from the Tribe acknowledging and agreeing that 
Enron is not subject to the jurisdiction of the tribal courts.  Evaluating 
all of the above as well as the numerous other issues that will likely arise 
will require consultation with and the cooperation of the Tribe. 

As you know, I am still in the process of identifying outside counsel who is 
an expert in Indian law matters.  As an update on that, our other Florida law 
firm currently represents the Seminoles on other matters so they are 
conflicted out of representing us.  Presently, I am waiting to hear back from 
an Indian lawyer who was involved in the recent hotel/gaming development 
transaction between the Seminoles and the Hard Rock Cafe group.  Although he 
is based in Wisconsin, he is with a very large firm which has offices in 
Florida and Washington, DC, and which currently represents Enron on other 
matters.  After speaking with him, I will further debrief you and if we elect 
to engage him, I will then seek my internal approvals for doing so.  

In the interim, I have been receiving advice from a retired Vinson & Elkins 
lawyer who has worked with Enron on its other dealings when Indian tribes 
were involved (ie, right of way agreements involving our pipeline 
companies).  He has prepared a brief memo on his views on our letter of 
intent and general issues that arise when dealing with tribes.  I would be 
happy to share that document with you (note that I have tried to summarize 
most of it above.)  As a result of that memo, I do have some changes to 
incorporate into our letter of intent and I am still waiting to hear from you 
on how to modify the letter of intent based on your prior email.  (I also 
have a more comprehensive legal paper entitled "Energy Business in Indian 
Country: Opportunities and Obstacles" if you are having trouble sleeping at 
night.)  

Lastly, as for Bill Bryant's current activity below, based on what you've 
told me and the email traffic, he seems as if he is looking at the right 
regulatory issues, but with an area of law as so complex as this is, I would 
caution that you and Marchris should narrowly define and monitor his 
activities as it could otherwise quickly result in a very expensive research 
project.  

Thanks and please let me know when we discuss this project further.  At a 
minimum, I would suggest that we try to focus on finalizing the letter of 
intent with the Seminoles so that we can begin the process of exchanging 
confidential information and entering into more substantive discussions with 
them.








	Mathew Gimble@ECT
	05/18/2001 10:35 AM
		 
		 To: Carlos Sole/NA/Enron@Enron
		 cc: 
		 Subject: Re: Seminole Indian Tribe

Comments from Bill Bryant

---------------------- Forwarded by Mathew Gimble/HOU/ECT on 05/18/2001 10:35 
AM ---------------------------


"Bill L. Bryant" <BILL@katzlaw.com> on 05/18/2001 08:30:27 AM
To: <Mathew.Gimble@enron.com>
cc: <Bruce.Golden@enron.com>, <David.Fairley@enron.com>, 
<Mitch.Robinson@enron.com> 
Subject: Re: Seminole Indian Tribe


Mathew,

The law looks strong for our position although there is some contrary 
authority. I believe that the contrary Attorney General's opinion (not 
involving electric generation) can be distinguished. We are checking with the 
BIA in Washington and the Governor's office to see if there are any recent 
congressional acts or compacts with the tribe that would govern. (We are 
using as the basis for our inquiry a computer facility hypothetical that does 
not involve electric generation.)

We are also checking for Comprehensive Planning documents that may control 
land use on the reservation. It shouldn't be a problem unless the Plan is 
considered to be an environmental regulation.

We will keep you posted.

Bill



Katz, Kutter Haigler, Alderman, Bryant & Yon et al
106 East College Avenue, Suite 1200
Tallahassee, FL  32301
(850) 224-9634
www.katzlaw.com
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>>> <Mathew.Gimble@enron.com> 05/16/01 03:34PM >>>
Bill,

As I mentioned on my phone message, if you are already in the process of
investigating how the Florida Siting Act applies to the Seminole Indian
Tribe of Florida ("SIT"), you may disregard this message.  If not, allow me
to explain.

We have been discussing potential generation opportunities on land owned by
SIT.  One project consists of coal-fired generation which would be located
on SIT's Brighton Reservation and the second project consists of a natural
gas-fired plant located on a site in Hollywood, FL.  Under either scenario,
we are curious as to how the Florida Power Plant Siting Act would apply.
SIT is of the opinion that the Siting Act may not apply to them.

Before we make any assumptions regarding this matter, could you review the
matter and let us know your opinion.  We are considering scheduling a
meeting with SIT at the end of next Friday, May 24.

Do not hesitate to call me at (713) 853-3526 cell (713) 594-0439 with any
comments or questions.

Thanks,
Mathew M Gimble