Atty. Lope Adriano

July 28, 1981 Atty. Lope Adriano Pelaez, Adriano & Associates Padilla Bldg.,Ortigas Ave, Pasig, Metro Manila Dear Atty. Adriano: This refers to your letter dated July 17, 1981 requesting written confirmation of the verbal opinion advanced to you relative to the proxy instrument being used by the Marinduque Mining and Industrial Corporation (MMIC). It appears that the MMIC has, for the past ten (10) years, used a proxy form which reads as follows: "The undersigned stockholder of MARINDUQUE MINING & INDUSTRIAL CORPORATION of Makati, Rizal, Philippines do hereby nominate, constitute and appoint _________________________ as my proxy for me, and in my name, place and stead, to vote any and all shares of stock standing in my name, or which may hereafter stand in my name in the books of the corporation at any meeting (annual, general or special) of the stockholders or at any adjournments thereof, as fully as I would be entitled to vote the same if personally present upon all matters which may come before any such meeting; and in the absence of my proxy above named or upon failure to indicate above the name of a proxy, this authority is hereby conferred upon the President of the corporation and in the latter's absence upon the presiding officer at any such meeting; provided that this proxy shall not be valid in all cases where I may be personally present any such meeting or where I may subsequent to this date, have appointed another proxy to act in my name. Date ________________________ ___________________________" Administrator There is no doubt that the aforequoted instrument constitutes a continuing proxy. As such, it is valid and effective and could still be used for purposes of the MMIC's annual stockholders' meeting for this year. It is our opinion that although Section 58 of the Corporation Code of the Philippines prescribes in mandatory terms that "no proxy shall be valid and effective for a period longer than five (5) years at any one time", the same is a new requirement and under Section 148 of the same Code, existing corporation are given a period of not more than two (2) years from its effectivity within which to comply with the new requirements. In view of the foregoing, we confirm our previous verbal opinion that MMIC has until May 1, 1982 within which to obtain new proxies in accordance with the Code and to comply with the five (5) year limitation relative to continuing proxy forms. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department