Mr. Tomas R. Porras

June 18, 1981 Mr. Tomas R. Porras Manager, Legal Department & Asst. Corporate Secretary Western Minolco Corporation Minolco Building, 231 Salcedo St. Legaspi Village, Makati Metro Manila Sir : This refers to your letter of March 3, 1981 informing us of the plan of WMC to issue shares of its stock to National Power Corporation (NPC) in settlement of WMC's obligation to the latter worth P1.5 million. You want to know whether this issuance would constitute on exempt transaction under Section 6, paragraph (b) of the Securities Act. LexLib Since the debt of WMC to NPC represents a legitimate obligation on the part of the former and its stockholders had previously approved the conversion of debts of the company into equity in favor of its creditors/subscribers during the stockholders' meeting on April 27, 1979 (which also approved the increase of its capital stock from P400,000,000.00 million to P550,000,000.00 million), it is our view that the issuance of shares worth P1.5 million by WMC to NPC in settlement of the aforesaid obligation, may be considered an exempt transaction under Section 6, paragraph (b) of the Securities Act, the purpose of the transaction being to liquidate a bona fide debt. Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department