Attached are drafts of the Vinson & Elkins legal opinions for the two swap
transactions pursuant to which Enron Corp. will be issuing guarantees.
Other than conforming changes to reflect the particular swap transaction at
issue, the opinions are the same.

Clement, I will also fax to you shortly some comments that we have on the
guaranty.  I only made the comments on one of the guaranty agreements,
although the comments apply equally to both.

Please do not hesitate to contact me if you have any questions.

Bryan J. Pechersky
Vinson & Elkins L.L.P.
1325 Avenue of the Americas
17th Floor
New York, NY 10019
(917) 206-8105

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 <<Enron/Alberta Swap VE Legal Opinion (Bow River).DOC>>  <<Enron/Alberta
Swap VE Legal Opinion (Royal Bank of Canada).DOC>>

 - Alberta Swap VE Legal Opinion (Bow River).DOC
 - Alberta Swap VE Legal Opinion (Royal Bank of Canada).DOC