Please see attached from Susan Lobel.
----- Forwarded by Jo Murphy/NY/CWT on 10/26/2000 09:57 AM -----

                    Jo Murphy
                                         To:     William.Ernsthaft@nypa.gov
                    10/25/2000           cc:
                    05:26 PM             Subject:     Form of Cadwalader 
Opinion for
                                         Enron/NYPA Agreement




Attached is a draft of the enforceability opinion to be delivered on behalf
of Enron in connection with the Swap Agreement with NYPA .  Please note
that this draft is subject to review by our opinion committee.  Please call
Susan Lobel at 212-504-6440 with any questions or comments.

(See attached file: #514391 v1 - Enron Opinion.doc)

 - #514391 v1 - Enron Opinion.doc