Adele,
I reviewed the opinion and there were several changes to the form from the prior draft.  I would like to discuss two of the additions with your counsel if that would be ok with you.  The first addition at issue is subpart k at the end of the first paragraph on page two.  It looks like we may need a representation from you that you are not and will not carry on investment business in or from within Bermuda and that you will not perform your obligations under the Agreement in or from within Bermuda in order for the opinion to have value.  The second addition at issue is subpart (e) under section 8 of the opinion.  As written it looks like a large loop hole that can be taken advantage of just by finding evidence that was not submitted at the trial.  Our General Counsel is concerned with what looks like an easy way to circumvent a foreign judgment.  I would appreciate your thoughts or any clarification I can get.  

Regards,
Brent Hendry

 -----Original Message-----
From: 	ARaspe@elementre.com@ENRON [mailto:IMCEANOTES-ARaspe+40elementre+2Ecom+40ENRON@ENRON.com] 
Sent:	Monday, September 24, 2001 4:09 PM
To:	Hendry, Brent
Cc:	ABurzi@elementre.com
Subject:	Re: XL Trading Partners Ltd


Brent:  I am attaching a copy of the opinion of counsel to be issued by our
Bermuda counsel. As far as I know, this is the final point to be completed
with respect to our ISDA negotiations. Could you please revfiew as soon as
you are able and let me know if it is acceptable so that I can send it to
you in final, executed form? Thanks and regards, Adele

(See attached file: Final Opinion  of BDA Esq.doc)
Adele M. R. Raspe
General Counsel, Derivatives

Element Re Capital Products Inc.
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 - Final Opinion  of BDA Esq.doc << File: Final Opinion  of BDA Esq.doc >>