Ms. Luz Policarpio Say

January 12, 1998 Ms. Luz Policarpio Say Chanelay Development Corporation Suite 404, 4th Floor, Chanelay Towers, Roxas Blvd. Pasay City M a d a m : This refers to your letter dated December 10, 1997 requesting opinion on the proposed condominium co-ownership scheme (Condo Pine Concept) described therein. cdlex The Revised Securities Act (RSA) provides: SECTION 5. Exempt Securities . (a) Except as expressly provided, the requirement of registration under subsection (a) of Section four of this Act shall not apply to any of the following classes of securities: xxx xxx xxx (7) Any security covering any right or interest in real property, including a subdivision lot or a condominium unit , where the sale or transfer of such security is subject to the supervision and regulation of the Ministry of Human Settlement or any of its authorized constituent or attached agencies." (Emphasis supplied) On the basis of the foregoing provision, the certificate of participation in the condo pie program described in your letter may be considered as exempt securities. However , take note that the provision uses the phrase: " subject to the supervision and regulation of the Ministry of Human Settlements or any of its authorized or attached agencies ". Thus, in the event the proposed investment scheme described in your letter is not regulated by the concerned Agency, it shall be required to be registered under the Revised Securities Act, otherwise, it would be unregulated leaving the investors without any protection. At present, it is doubtful that such investment scheme is regulated by the Housing and Land Regulatory Board or any other government agency. Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner