Mr. Conrado Benitez II

May 13, 1998 Mr. Conrado Benitez II 53 Mangyan Road La Vista Quezon City S i r : In connection with your letter dated May 5, 1998 requesting opinion on the query posed therein regarding the voting status of more than 1,000 issued shares of Orchard Golf and Country Club, Inc. that was brought up during its annual meeting held last May 2, 1998, we regret to inform you that we cannot give a categorical answer to your query in view of the reasons stated in our previous letter addressed to you dated April 22, 1998, a copy of which is herewith attached for ready reference. However, for purposes of information only, the following may be imparted. llcd By-laws are the private laws of the corporation. Hence, the corporation, its directors, officers and stockholders/members are bound by and must comply with the provisions thereof. However, it has to be emphasized that the first requisite for the validity of By-law provisions is that they must conform with the provisions of the Corporation Code. Thus, while a corporation is allowed to provide in its By-laws matters which may be necessary or convenient in its operation or corporate affairs, the same must not be inconsistent with the provisions of the Corporation Code. Otherwise, they have no binding effect. In case of conflict between the Corporation Code and the corporate By-laws, the former shall prevail. Please be advised accordingly. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman