Tell her I have no objections.



	melanie.gray@weil.com
	09/21/2000 05:38 PM
		 
		 To: richard.b.sanders@enron.com
		 cc: 
		 Subject: PCA




Liz Austin, our  Connecticut counsel, has been asked to represent Arizona 
Public
Service Company and Griffin Energy Marketing, both of whom have recently been
sued by the PCA Trust.  As discussed below, we do not believe that there is 
any
adverse interest between Enron and these two companies, but Liz wanted you to 
be
comfortable with her concurrent representation of these two other defendants.
(As I may have mentioned before, many of the defendants in the joint defense
group are represented by one law firm.  There is a commonality of interest in
the defenses to the Trust's claims.)

The complaint against Arizona Public consists only of preference claims in the
amount of $300,000 and an objection to its $420,000 proof of claim.  Griffin
Energy has been sued for breach of contract, turnover, unjust enrichment,
fraudulent transfer, etc.  Total amount of claims equal $530,000.  With 
Griffin,
PCA failed to deliver power in May and the Griffin terminated its contract 
with
PCA before the energy spikes began to occur.

Liz has review the complaint against Enron and our draft answer and is aware 
of
our issues and defenses.  None of our defenses would be in conflict with the
defenses asserted by Arizona Power or Griffin.  If fact, many of the same
defenses would be raised.

Both Arizona Public and Griffin would agree that if any sort of issue conflict
came up in the future or if Enron became otherwise uncomfortable with the
concurrent representations, Liz would withdraw from representing Arizona Power
and Griffin and they will waive any right to assert a conflict or seek
disqualification.

Assuming that Arizona Public and Griffin Energy are not otherwise adverse to
Enron in other matters (which Liz did not believe they were), are you
comfortable with these concurrent representations?  I believe that there may 
be
some beneficial economies in the concurrent representations in that Liz's time
at hearings involving all defendants, etc. would be split among the 
defendants.
However, if you're uncomfortable, then that's the end of the analysis.

Liz is waiting to get back to Arizona Public and Griffin, so once you've
decided, please let me know.  Thanks.



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