Subject: AIG Legal Opinion
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Tue, 22 May 2001 02:02:00 -0700 (PDT)

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)
[email-masked]