Legal Opinion for US Insurance Company

From: shari.stack@enron.com

To: sara.shackleton@enron.com, marie.heard@enron.com

Subject: Legal Opinion for US Insurance Company

Cc: susan.flynn@enron.com

Bcc: susan.flynn@enron.com

Date: Wed, 8 Dec 1999 01:50:00 -0800 (PST)

Here is the form of Legal Opinion I would request from a US Insurance
Counterparty in connection with the execution and delivery of an ISDA Master
Agreement: