AIG Legal Opinion ,
 Frank:  Do you want to handle this or shall I?

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
----- Forwarded by Sara Shackleton/HOU/ECT on 05/22/2001 09:06 AM -----

	Carol St Clair
	05/22/2001 09:02 AM
		 
		 To: Caroline Abramo/Corp/Enron@Enron
		 cc: Frank Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara 
Shackleton/HOU/ECT@ECT, Paul Radous/Enron@EnronXGate, Russell 
Dyk/Corp/Enron@ENRON
		 Subject: AIG Legal Opinion

Caroline,
As I have said from the outset, before we send them an ISDA, we need to 
obtain from their Bermuda counsel a legal opinion that gives us the 
assurances that we need that (1) all of the Bermuda transactions have been 
duly authorized and are enforceable by us against AIG and (2) we have a 
perfected security interest in any collateral that has been posted by AIG to 
us.  A form of the legal opinion is attached to the confirm.  As to point #1, 
we have no way of confirming this on our own and I understand from Brent 
Hendry that because of various peculiarities with Bermuda law, our only way 
of gaining comfort on this is through the legal opinion process.  As to point 
#2, we have gotten some comfort from our legal counsel on this but again it 
is appropriate to have AIG's counsel opine as to this.

Please call or e-mail me, Sara or Frank if you have any additional questions.


Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
frank.sayre@enron.com