I got your message.  I did speak to my contact earlier this week and got
comfortable about Marta's authorization of the swap, but I didn't inquire as
to legal counsel/opinions for other similar transactions. I hoped our
opinion would be acceptable.   I just left her a message asking her that.
Her name is Thay (pronounced Tie) Bishop.  She is the Treasurer.  Feel free
to call her directly if necessary.  404-848-4246.

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Friday, May 18, 2001 5:58 PM
To: mcbarnes@kslaw.com
Subject: legal opinion


Mae Charles:

Attached is the form of legal opinion which Enron North America Corp.
("ENA") submitted to M.A.R.T.A. (together with ENA's draft ISDA Schedule
and Paragraph 13 to the Credit Support Annex).  As we discussed, ENA will
now be requesting this opinion from you.

ENA has prepared and submitted a trade confirmation for the recent
financial swap to M.A.R.T.A.   Other than this document executed by ENA and
awaiting execution by M.A.R.T.A., no instruments have been executed by the
parties.  If you need to see the terms and conditions of the trade, please
let me know.

I look forward to speaking with you early next week.

Regards.

(See attached file: MARTA.doc)


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



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