Mr. Ubaldo G. Herrera

March 4, 1992 Mr. Ubaldo G. Herrera No. 20 Morning Glory Road Phase 5, Pilar Village, Almanza, Las Pias, Metro Manila S i r : This refers to your letter dated February 28, 1992 requesting opinion on the queries posed therein. As stated, the president of Prime Seal Builders and Industries Corporation allegedly refused to sign corporate checks in payment for the corporation's debts and obligations. As Chairman, you were forced to find immediately ways to raise money by pledging your personal property to pay such debts and obligations in order not to blemish the credibility of the Corporation. Now, the Corporation has collectible sum of money from one of its clientele. Your query is, whether or not you could be reimbursed from said receivables without opening yourself to any legal suit. Reimbursements for acts taken on behalf of a corporation done in good faith and for the interest of the corporation is allowable. However, reimbursements cannot be made unless duly authorized by the corporation in accordance with its reimbursement procedure and requirements. In your case, the reimbursement need not be taken from the above-mentioned collectible, but may come from other sources. In the event of unsuccessful attempt for reimbursement, you may file an action against the Corporation proving those facts essential to your claim. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman