Pegasus: ENA Consent and Legal Opinion ,
 Nice touch, sending this the day after the letter agreement was signed.  Can 
you enlighten me on the ENA procedures and sensitivities to these types of 
docs?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/06/2001 09:14 
AM ---------------------------


"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/06/2001 09:07:25 AM
To: "Carolyn Campbell (E-mail)" <CCampbell@KSLAW.com>, "John Keffer (E-mail)" 
<JKeffer@KSLAW.com>, "Kay Mann (E-mail)" <kay.mann@enron.com>, "Rick Vicens 
(E-mail)" <rvicens@deltapower.com>, "Gregory F. Lang (E-mail)" 
<gregorylang@paulhastings.com>
cc: "John Tisdale (E-mail)" <jtisdale@jhancock.com>, "Dan Revers (E-mail)" 
<drevers@arclightcapital.com>, "Amy Weed (E-mail)" <aweed@jhancock.com>, 
"BURKE, Ted (TDB)" <ted.burke@freshfields.com> 

Subject: Pegasus: ENA Consent and Legal Opinion


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We understand that the Letter Agreement is to be signed today, and attach
for your comments a form of ENA consent to collateral assignment of the
Letter Agreement and a form of legal opinion to be issued by in-house
counsel to ENA.  Both documents are conditions precedent to funding.

Kind regards
Isabel


 - NY003700425.DOC
 - NY003699617.DOC
sheila.tweed@enron.com