Richard:

Mark is being asked to deliver his customary "no litigation" legal opinion in 
connection with this project, which is a securitization of eligible 
receivables generated by EPMI and ENA as a result of power and gas 
transactions.  Please note that ENA and EPMI have been performing under a 
similar agreement for over a year; this transaction is an amendment of the 
existing transaction to add another purchaser, and we are being asked to 
deliver new legal opinions.  I understand that Derrick delivered the opinion 
on behalf of ENA and EPMI when the transaction was first closed.   

This is a revolving facility, with ENA and EPMI selling receivables to 
Sequoia on a monthly basis as those receivables are generated.  The 
transaction documents define the type of receivables that may go into this 
facility (we are required to represent that we have title, there are no 
adverse claims, there are no restrictions on assignment, etc.).   Therefore, 
as long as our back office is doing their job right, we should not be selling 
any receivables into the project that are problematic.

Are you aware of any judgment, injunction, order, decree, or pending or 
threatened litigation:

 1. Against Sequoia Financial Assets, LLC; Cherokee Finance V.O.F.; or Enron 
Finance Partners LLC (these are the special purpose entities that exist only 
for this transaction);

 2. Against ENA or EPMI (Derrick is giving the opinion for Enron Corp.) that 
would prohibit ENA or EPMI from selling/transferring/conveying receivables 
owned by them and generated in connection with power/crude/natural gas sales?





Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490