Kay,

The changes look fine.  Two questions, (i) with regards to the PUCHA opinion, does "registered" holding company have significance versus simply a holding company, and (ii) I read opinion #4 very narrowly to only relate to filings related to the bankruptcy petition (the "Cases") and transactions contemplated by the Loan Documents.  There should really be no significant issues that arise under this particular opinion.  Is my interpretation on track?  Thanks.

Clem

 -----Original Message-----
From: 	Mann, Kay  
Sent:	Tuesday, December 04, 2001 8:20 AM
To:	Abrams, Clement
Subject:	revised form

Clement, 

Please take a quick look at this.  The "subject to bankruptcy court approval" was removed since these actions were approved yesterday.

 << File: opCorp form 489coa.doc >> 

Thanks,

Kay