Subject: Form of Legal Opinion
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Mon, 25 Oct 1999 15:37:00 -0700 (PDT)

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)
[email-masked]

 - #52311 v2 - Op Ltr Enron.doc