Subject: MEMORANDUM re Due Diligence and Seller Issues
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Tue, 5 Jun 2001 09:47:00 -0700 (PDT)

Richard,

My wife Marilyn does research for our law firm on a part time basis, and I
have had her do a couple of projects on the NSM cases:  she worked a lot on
the contribution/indemnity memo that I sent you a few weeks ago, and more
recently she prepared a memorandum on the law concerning whether a non-lead
underwriter can make a separate "reasonable care" showing under our state
securities law even where the lead underwriter may not be able successfully to
carry its own burden of reasonable care.  Marilyn's memorandum on this subject
is attached.  This memorandum also surveys the cases on who is a "seller"
under the state law.

These issues, ECT Securities' own reasonable care and ECT's not having sold
NSM securities to plaintiffs, will all be key points in our Memorandum of
Contentions of Fact and Law now under preparation and, if we get a motion for
summary judgment, will form the principal elements of our opposition to the
motion.

Steve

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              
                                         
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