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	Carlos Sole@ENRON
	05/09/2001 06:02 PM
		 
		 To: Mark E Haedicke/HOU/ECT@ECT
		 cc: Janette Elbertson/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT
		 Subject: Outside Counsel for transaction with Seminole Indian Tribe of 
Florida

Mark,

I have a unique outside counsel request on which I'd like your approval.  I 
am involved with a potential power plant development project with the 
Seminole Indian Tribe of Florida.  The project would be on their land and 
would potentially involve a joint venture with them.  Although we are at a 
preliminary stage, even the initial letter of intent that we are negotiating 
raises unique issues that will set the precedent for our project development 
agreements with respect to enforceability, jurisdiction and dispute 
resolution matters.  

I have identified and spoken with Lynn Slade of the New Mexico law firm of 
Modrall, Sperling, Roehl, Harris & Sisk on whether he could advise us on the 
Indian law issues associated with this project.  Lynn and several of his 
colleagues specialize on Indian law matters, and Lynn has experience both 
with representing Enron and in handling energy transactions in general.  In 
fact, Lynn gave a presentation at the 1999 Enron law conference entitled 
"Energy Business in 'Indian Country': Opportunities and Obstacles" (credit 
goes to Jeff Hodge for remembering that presentation and suggesting I contact 
Lynn); Lynn has represented several of Enron's pipeline companies, as well as 
the government affairs department, in connection with their Indian law issues 
and, at one time, prepared an opinion letter for ENA in a transaction 
involving the Ute tribe.  

Lastly, please note that I had asked our Florida counsel of Greenberg Trauig 
on whether they had any Indian law expertise, including specifically, any 
experience involving the Seminoles.  Unfortunately, the Seminoles are one of 
their clients so Greenberg cannot represent us in a manner adverse to the 
Tribe.  

Thanks in advance for your attention and consideration of this request.

Carlos Sole'
Senior Counsel
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361

(713) 345-8191 (phone)
(713) 646-3393 (fax)