Mr. Ruben C. De Lara

February 18, 2002 SEC OPINION Mr. Ruben C. De Lara TSPI Development Corporation 2370 Antipolo St.,Guadalupe, Nuevo, Makati City Dear Mr. De Lara, This is in reply to your letter dated January 14, 2002 requesting opinion as to whether receivables may be allowed as consideration for the issuance of shares of stock of the proposed thrift bank to be established by TSPI Development Corporation. Section 62 of the Corporation Code of the Philippines provides that: "Section 62. Corporation for stocks . Stocks shall not be issued for a consideration less than the par or issued price thereof. Consideration for the issuance of stock may be any or a combination of any two or more of the following: (1) ... (2) Property, tangible or intangible, actually received by the corporation and necessary or convenient for its use and lawful purposes at a fair valuation equal to the par or issued value of the stock issued; xxx xxx xxx" Receivables may be treated as property payment subject to the following: (a) Verification by the SEC of their existence and collectibility; (b) Since non-payment of the stocks may still be possible in the event that the creditors of the parent company fail to pay their obligations, the shares to be issued in consideration thereof shall be held in escrow until the actual payment of the amount. (SEC Opinion dtd. December 17, 1993, Ms. Olivia Limpe Aw) Hence, subject to the two conditions aforementioned and to the requirements of the Bangko Sentral ng Pilipinas, receivables may be accepted by the proposal thrift bank of TSPI Development Corporation as consideration for its issuance of shares of stock. Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department