Doug, 

Are the cash committee's activities in some way monitored by the court?  If so, then we can likely proceed with the payment.  If not, how do we proceed in the manner proposed below?  I will work with accounting to determine if there are any offsetting liabilities.

 -----Original Message-----
From: 	melanie.gray@weil.com@ENRON  
Sent:	Friday, February 22, 2002 12:54 AM
To:	Gray, Barbara N.
Cc:	Denetsosie, Troy; brian.rosen@weil.com
Subject:	Re: FW: AEP Refunds - Legal Opinion


My view is that we cannot return this without court approval.  I assume
that the funds paid into Company 1647, HPLR -- Division of 0058 were swept
into Enron Corp.'s centralized cash accounts.  Given the cumulative size of
these payments, I don't think we should go forward without court apporval.

Also, a financial examiner has just been appointed at ENA to review the
cash management and cash flow between ENA and Corp.  I wouldn't want to
allow this payment to go out right before the examiner gets started.

In addition, are we certain that Exxon doesn't owe ENA or Corp any amounts
due and owing?  If it does, I think that further complicates the analysis.

Brian, if you disagree, let me know; but as it stands, we would need court
approval to return these funds.  Thanks.




"Gray, Barbara N." <Barbara.N.Gray@ENRON.com> on 02/20/2002 04:14:53 PM
cc:    "Denetsosie, Troy" <Troy.Denetsosie@ENRON.com>
Subject:    FW: AEP Refunds - Legal Opinion



Melanie,  same request as prior email....Many thanks, Barbara
>  -----Original Message-----
> From:     Denetsosie, Troy
> Sent:     Wednesday, February 20, 2002 3:22 PM
> To: Gray, Barbara N.
> Cc: Sewell, Doug; Coffey Jr., Jim
> Subject:  RE: AEP Refunds - Legal Opinion
>
> Barbara,
>
> In reply, I send the following document which provides a summary of the
Exxon misdirected funds.
>
> >  <<Exxon Refund Summary.doc>>
> Please contact me if you have further questions or require documentation.
>
> Troy
>
>  -----Original Message-----
> From:     Gray, Barbara N.
> Sent:     Wednesday, February 20, 2002 1:46 PM
> To: Denetsosie, Troy
> Subject:  RE: AEP Refunds - Legal Opinion
>
> Troy, if you need an "opinion, I will need to forward all the facts
related to the 2 transactions in question....please provide them separately
via email and I will arrange for a Weil lawyer to opine on each situation.
Regards   bng
>
>      -----Original Message-----
>     From:       Denetsosie, Troy
>     Sent: Wednesday, February 20, 2002 10:42 AM
>     To:   Gray, Barbara N.
>     Subject:    RE: AEP Refunds - Legal Opinion
>
>     Barbara,
>
>     Can you refer me to someone with Weil, Gotshall?  This is a follow-up
to my voice mail.
>
>     Thanks.
>
>            -----Original Message-----
>           From:       Sewell, Doug
>           Sent: Tuesday, February 19, 2002 4:50 PM
>           To:   Denetsosie, Troy
>           Subject:    RE: AEP Refunds - Legal Opinion
>
>           Thanks, Troy.  Dave Gorte wants an opinion from Weil, Gotshall
specifically
>                  -----Original Message-----
>                 From:       Denetsosie, Troy
>                 Sent: Tuesday, February 19, 2002 4:33 PM
>                 To:   Sewell, Doug
>                 Subject:    AEP Refunds - Legal Opinion
>
>                 Doug,
>
>                 I called and left a message with Barbara Gray, ENA Legal.
I asked her who I can contact in order to get an opinion regarding the El
Paso and Exxon refunds to AEP.
>
>                 I have not heard back from her yet, but I will get you an
opinion as soon as possible.
>
>                 Troy


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 - Exxon Refund Summary.doc