Mr. Joseph A. Sy

March 12, 2002 SEC OPINION Mr. Joseph A. Sy 34 Sta. Ana St., Magallanes Village Makati City Dear Mr. Sy, This refers to your letter dated February 18, 2002 requesting opinion on the following issues: 1. Did the present board comply with all the reportorial requirements per order of the SEC as per your letter dated January 8, 2002 addressed to Mr. Romeo Ching? 2. The annual meeting of Magallanes Village Association per its by-laws should be scheduled on the 2nd Saturday of March, however, they are postponing the meeting on March 23, 2002 which is the 4th Saturday of March. We would like to inquire if they have notified the SEC of the proposed extension of meeting, or if not, will the meeting still push through on March 23, 2002 despite their violation? 3. Per sample of this proxy which was solicited, how many of the proxies should be present in person? Will there be a need for the 5 persons to sign a joint statement to authorize anyone of the 5 to be present in person? Firstly, the association has not yet complied with all the reportorial requirements. The association, thru a letter dated December 14, 2001 requested for an extension of time within which to fully comply with the same. Secondly, the association through its external legal counsel. Atty. Pio Batino, notified this Commission thru a letter dated February 18, 2002 of the postponement of the annual meeting to March 23, 2002. The same was approved by the Commission. Thirdly, as to the attached proxy form appointing five(5) proxies, it is customary in proxies to three or more persons to authorize a majority of those who attend it: if only one attends, then that one to exercise the power given it. If it be given to two persons, they or either of them are usually authorized to exercise the power. (Lopez, Corporation Code, p. 736) And where a proxy is given to three(3) proxies in one instrument, . . . the three of them must agree upon the vote and in case of conflict, the rule of the majority of the three governs. ( supra ) Relative to your request for SEC Observers on the scheduled meeting of the aforenamed corporation on March 23, 2002. Attys. Daniel Gabuyo and Nicanor Patricio, Securities Counsels of this Commission are hereby designated as SEC representatives to act as observers in the said meeting. Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department