Atty. Aurora Ma. F. Timbol

January 12, 1982 Atty. Aurora Ma. F. Timbol c/o Pelaez, Adriano & Gregorio 6/F Padilla Bldg. Ortigas Commercial Center Pasig, Metro Manila Dear Atty. Timbol: This has reference to your letter-query dated October 16, 1981 requesting opinion on the three (3) questions therein relative to the Marinduque Mining and Industrial Corporation. We believe that queries No. 1 and 2 have already been sufficiently answered in our reply to the letter-query of Mr. Jose Vitug, a copy of which is hereto enclosed. In answer to your third query, to wit: "Whether or not the pre-emptive right rule should be observed in connection with the issuance of the preferred shares despite the existing general waiver in the articles of incorporation but considering that some of the obligations to be paid in preferred shares would yet mature." it is our considered opinion that pre-emptive right does not exist in case the preferred shares in question shall be issued in MMIC. Firstly, such right has been expressly denied in the articles of incorporation. Secondly, pre-emptive right shall not extend to shares to be issued in payment of a previously contracted debt. (C1., Sec. 39 of Batas Pambansa Blg. 68) Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner