Attached are drafts of the Vinson & Elkins' legal opinions on the Enron
Corp. guarantees.  The opinions have not changed since the initial version
circulated, other than conforming changes in the addressee information and
introductory paragraph to reflect the proper recipients of the opinions and
the current deal structure, and allowing reliance by permitted assignees.

Regards,
Bryan

Bryan J. Pechersky
Vinson & Elkins L.L.P.
1325 Avenue of the Americas
17th Floor
New York, NY 10019
(917) 206-8105

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 <<Enron/Alberta Swap VE Legal Opinion (Royal Bank of Canada).DOC>>
<<Enron/Alberta Swap VE Legal Opinion (TD Bank).DOC>>

 - Alberta Swap VE Legal Opinion (Royal Bank of Canada).DOC
 - Alberta Swap VE Legal Opinion (TD Bank).DOC