Subject: Enron/Alberta
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Tue, 19 Sep 2000 12:57:00 -0700 (PDT)

Attached are drafts of the Vinson & Elkins legal opinions for the two swap
transactions pursuant to which Enron Corp. will be issuing guarantees.
Other than conforming changes to reflect the particular swap transaction at
issue, the opinions are the same.

Clement, I will also fax to you shortly some comments that we have on the
guaranty.  I only made the comments on one of the guaranty agreements,
although the comments apply equally to both.

Please do not hesitate to contact me if you have any questions.

Bryan J. Pechersky
Vinson & Elkins L.L.P.
1325 Avenue of the Americas
17th Floor
New York, NY 10019
(917) 206-8105

THE INFORMATION IN THIS E-MAIL MAY BE CONFIDENTIAL AND/OR PRIVILEGED.  IF
YOU ARE NOT THE INTENDED RECIPIENT, YOU ARE NOT AUTHORIZED TO REVIEW,
DISSEMINATE OR COPY THIS E-MAIL OR ANY ATTACHMENTS HERETO.  PLEASE NOTIFY
THE SENDER BY RETURN E-MAIL IF YOU HAVE RECEIVED THIS E-MAIL IN ERROR AND
DELETE THIS E-MAIL FROM YOUR SYSTEM.

 <<Enron/Alberta Swap VE Legal Opinion (Bow River).DOC>>  <<Enron/Alberta
Swap VE Legal Opinion (Royal Bank of Canada).DOC>>

 - Alberta Swap VE Legal Opinion (Bow River).DOC
 - Alberta Swap VE Legal Opinion (Royal Bank of Canada).DOC