Mark:
FYI.  This is a cost estimate from Panamanian counsel which our pulp and 
paper group has requested that we look into.  Are you okay with them 
proceeding further?

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 02/01/2001 08:33 AM -----

	rarango@arifa.com
	02/01/2001 08:28 AM
		 
		 To: Gustavo.Junqueira@enron.com
		 cc: Carol.St.Clair@enron.com
		 Subject: Re: Panama Legal Inquiry



Dear Gustavo,

I have reviewed the Memorandum and Questions that Carol St. Clair sent me
regarding a possible ISDA transaction with a counterparty in Panama.  We
would be glad to assist you in connection with this matter.  Some of the
questions you presented to us have a clear answer under Panama law.
Others, such as issues of taxation and bankruptcy, are more difficult as no
legislation exists on these topics in the context of derivative
transactions. We estimate that researching some new issues presented by you
and preparing a Memorandum of Law, as well as reviewing and revising the
ISDA documentation (exhibits) and delivering opinions will take
approximately a week, although we will try to get our reply back to you as
soon as possible.  We also estimate that our fees would be approximately
$3,000 to $5,000, depending on the amount of work actually required to
consummate this transaction.  Please do not hesitate to call me should you
have any questions.

Regards,

Ricardo M. Arango
Arias F?brega & F?brega

cc:  Ms. Carol St. Clair