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+2Ecom+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
>


**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate
and may contain confidential and privileged material for the sole use of
the intended recipient (s). Any review, use, distribution or disclosure
by others is strictly prohibited. If you are not the intended recipient
(or authorized to receive for the recipient), please contact the sender
or reply to Enron Corp. at enron.messaging.administration@enron.com and
delete all copies of the message. This e-mail (and any attachments
hereto) are not intended to be an offer (or an acceptance) and do not
create or evidence a binding and enforceable contract between Enron
Corp. (or any of its affiliates) and the intended recipient or any other
party, and may not be relied on by anyone as the basis of a contract by
estoppel or otherwise. Thank you.
**********************************************************************