Ms. Amelia N. Borromeo

July 28, 1993 Ms. Amelia N. Borromeo Omico Mining and Industrial Corp. Grd. Flr.,Robella Mansion Bldg. 877 J.P. Rizal St.,Makati Metro Manila M a d a m : This refers to your letter of July 14, 1993 requesting opinion whether the incumbent members of the Board of Omico Mining and Industrial Corporation have the power to fill up two vacancies in the Board taking into consideration that they are hold over directors from June 9, 1993 when the annual stockholders' meeting of the corporation was originally scheduled but postponed to October 8, 1993 with the approval of the Securities and Exchange Commission. It is worth mentioning that vacancies in the Board would not render the Board incapable of transacting business for as long as the remaining directors still constitute a quorum. It is well-settled that the power of the Board of Directors is not suspended by vacancies unless their number is reduced below a quorum. (2 Fletcher Sec. 421, citing several cases) Accordingly, the corporation, under the circumstances mentioned in your letter, need not fill in the vacancies created, for as long as there is still a quorum in the Board. However, if the present Board feels it necessary, it may fill up the vacancies in accordance with Section 29 of the Corporation Code since they still possess the powers of bonafide directors until their successors are duly elected and qualified. However, if the corporate by-laws prescribe the mode of filling up existing vacancies thru an election by the stockholders, the filling-up cannot be done by the Board. prcd Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman