Mae Charles:

Attached is the form of legal opinion which Enron North America Corp. ("ENA") 
submitted to M.A.R.T.A. (together with ENA's draft ISDA Schedule and 
Paragraph 13 to the Credit Support Annex).  As we discussed, ENA will now be 
requesting this opinion from you.  

ENA has prepared and submitted a trade confirmation for the recent financial 
swap to M.A.R.T.A.   Other than this document executed by ENA and awaiting 
execution by M.A.R.T.A., no instruments have been executed by the parties.  
If you need to see the terms and conditions of the trade, please let me know.

I look forward to speaking with you early next week.

Regards.

 


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com