Message-ID: <17811435.1075844458005.JavaMail.evans@thyme> Date: Mon, 25 Oct 1999 15:37:00 -0700 (PDT) From: ttaylor@llgm.com To: sara.shackleton@enron.com Subject: Form of Legal Opinion Cc: ntaylor@llgm.com, rxrenche@llgm.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: ntaylor@llgm.com, rxrenche@llgm.com X-From: "THOMAS R. TAYLOR" X-To: Sara Shackleton X-cc: NTAYLOR@LLGM.COM, RXRENCHE@LLGM.COM X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Deseret X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Sara: Pursuant to our telephone conversation with Ron Rencher this afternoon, attached hereto for your review and comment is a revised draft copy of the form of legal opinion to be issued by outside counsel to Deseret Generation & Transmission Co-Operative (the "Counterparty"). The attached document is formatted in MS Word for Windows 97. We talked on the telephone about a letter or opinion regarding the Counterparty being subject to the Utah Nonprofit Corporation and Co-operative Association Act (the "Utah Nonprofit Act") and the Counterparty having authority under the Utah Nonprofit Act and its Articles of Incorporation and Bylaws to enter into the Confirmation and perform the Transaction. In that regard, the attached form of opinion requests those opinions from the Counterparty's outside counsel (see paragraphs 1, 2 and 3). I think the Counterparty's outside counsel is in a much better position to give Enron these opinions, and, I believe, its counsel should be able to give those opinions with a minimum amount of research and due diligence. Please convey any comments or questions you may have at your convenience. Tom Taylor LeBoeuf, Lamb, Greene & MacRae, L.L.P. 801-320-6700 801-359-8256 (fax) ttaylor@llgm.com - #52311 v2 - Op Ltr Enron.doc