Mr. Herbert T. Rivera

November 21, 1997 Mr. Herbert T. Rivera 19 St. Michael Road Tierra Vista Heights Nangka, Marikina City S i r : This refers to your letter dated October 27, 1997 inquiring whether or not conveyance by the liquidator/administrator of the real properties of the dissolved Age Rubber Products, Inc. needs clearance and/or approval from the SEC. Please be advised that Section 122 of the Corporation Code which governs corporate liquidation does not require SEC approval for the distribution of the remaining assets of a dissolved corporation. The liquidation process is an internal concern of the corporation and falls within the power of the directors and stockholders to determine. (SEC Opinion dated February 14, 1995 addressed to Atty. Antonio M. Albano) However, under the " Trust Fund Doctrine ",no corporate property shall be distributed to the stockholders until all corporate liabilities have all been paid and satisfied. cdll Accordingly, subject to the above condition and provided there is no case pending with the SEC pertaining thereto, the distribution referred to in your letter can be done without the approval of the SEC. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman