Form of Cadwalader Opinion for Enron/NYPA Agreement

Please see attached from Susan Lobel.
----- Forwarded by Jo Murphy/NY/CWT on 10/26/2000 09:57 AM -----

Jo Murphy
To: William.Ernsthaft@nypa.gov
10/25/2000 cc:
05:26 PM Subject: Form of Cadwalader
Opinion for
Enron/NYPA Agreement

Attached is a draft of the enforceability opinion to be delivered on behalf
of Enron in connection with the Swap Agreement with NYPA . Please note
that this draft is subject to review by our opinion committee. Please call
Susan Lobel at 212-504-6440 with any questions or comments.

(See attached file: #514391 v1 - Enron Opinion.doc)

- #514391 v1 - Enron Opinion.doc