I apologize for not getting back to you, Sara.  Things have gone a
little nuts here, as I am sure they have in Houston.

My basic question about whether I am the right guy for you is:  Do you
really want to sue this firm if things turn bad?  Wouldn't you rather
turn on a firm which doesn't have an ongoing relationship with Enron?

In other words, what good is an outside opinion to you really if its
contradicts the in-house opinion your receive.  What good is it if it
just confirms the in-house opinion but is wrong.

My suggestion would be to seek an opinion from Glendale's outside
financing counsel.  That should give you a clear signal whether outside
counsel with independent skin in the game is willing to back the City's
opinion.

Sorry I am not being more help on this.  Let me know if there is more to
talk about.

-----Original Message-----
From: Shackleton, Sara [mailto:Sara.Shackleton@ENRON.com]
Sent: Tuesday, September 18, 2001 4:31 PM
To: Boylston, Pat
Subject: FW: California counsel


Pat:  I never received a response from you.  Are you the lawyer
available to assist me in this matter?  Thanks.  Sara

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490


>  -----Original Message-----
> From: 	Shackleton, Sara
> Sent:	Monday, September 10, 2001 1:35 PM
> To:	'"Boylston, Pat" <PGBOYLSTON@stoel.com>@ENRON'
> Subject:	RE: California counsel
>
> Pat:
>
> I am accepting an inhouse opinion from the City of Glendale.  However,
> I would like for Enron North America Corp. ("ENA", the swap
> counterparty to Glendale) to engage independent counsel for its own
> benefit.  The opinion would be given to ENA.  If you're the guy,
> please call me.  Thanks.
>
> Sara Shackleton
> Enron Wholesale Services
> 1400 Smith Street, EB3801a
> Houston, TX  77002
> Ph:  (713) 853-5620
> Fax: (713) 646-3490
>
>
>  -----Original Message-----
> From: 	"Boylston, Pat" <PGBOYLSTON@stoel.com>@ENRON
> [mailto:IMCEANOTES-+22Boylston+2C+20Pat+22+20+3CPGBOYLSTON+40stoel+2Ec
> om+3E+40ENRON@ENRON.com]
> Sent:	Monday, September 10, 2001 12:46 PM
> To:	Yoder, Christian; Shackleton, Sara
> Cc:	Hall, Steve C. (Legal)
> Subject:	RE: California counsel
>
> Read the message.  I think we can help.  My question is, who is this
> opinion going to be given on behalf of.  If it is from the City of
> Glendale to Enron, the logical firm to give it is Glendale's "bond
> counsel" since that is the outside law firm which 1) knows municipal
> finance, 2) has an existing relationship with the City and 3) isn't
> going to get into conflicts issues (which we probably would if we were
> going to deliver an opinion on behalf of Glendale to Enron).
>
> We think the Jones, Hall firm in San Francisco may be bond counsel to
> Glendale, but perhaps not.  Let me know how we can help.
>
> -----Original Message-----
> From: Yoder, Christian [mailto:Christian.Yoder@ENRON.com]
> Sent: Monday, September 10, 2001 9:37 AM
> To: Shackleton, Sara
> Cc: Boylston, Pat; Hall, Steve C. (Legal)
> Subject: RE: California counsel
>
>
> I would first talk to Pat Boylston at Stoel Rives 503-294-9116.  Stoel
> Rives has recently opened a San Francisco office and Pat, who will
> know
> about 90% of the stuff to give the opinion, can probably find a
> California attorney from their office to finish it off. ----cgy
>
> >  -----Original Message-----
> > From: 	Shackleton, Sara
> > Sent:	Monday, September 10, 2001 9:25 AM
> > To:	Sager, Elizabeth; Yoder, Christian
> > Subject:	California counsel
> >
> > I need outside counsel to render an opinion as to the authority of
> the
> > City of Glendale to enter into financial swaps.  Do you have a
> > recommendation?
> >
> > Thanks for your help.
> >
> > Sara Shackleton
> > Enron Wholesale Services
> > 1400 Smith Street, EB3801a
> > Houston, TX  77002
> > Ph:  (713) 853-5620
> > Fax: (713) 646-3490
> >
>
>
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