Mr. Catalino A. Tan

January 21, 2003 SEC OPINION NO. 02-03 Mr. Catalino A. Tan President Binga Hydro Electric Plant Inc. (BHEPI) No. 45 Ortigas Street Pasay City S i r : This refers to your letter dated 14 January 2003 requesting legal opinion on the following issues: 1. Whether or not the 28 August 2000 unilateral termination by the National Power Corporation (NPC) of the Binga Rehabilitate-Operate-Leaseback (ROL) Contract, while the intra-corporate case is pending at SEC, is valid? 2. Does the 14 December 2000 dismissal of the intra-corporate case allow BHEPI to automatically resume the interrupted ROL contract? With regrets, this office cannot render the requested opinion for the following reasons: First , the action being requested would require an examination and review of the questioned act of another government agency, NPC, upon which the SEC has no jurisdiction. Second, this matter involves the substantive and contractual rights of BHEPI, a private entity, which might in all probability be litigated judicially. As a policy, the SEC does not render opinion on issues which are judicial in nature or can be subject of judicial litigation. THSaEC For your information and guidance. Very truly yours, (SGD.) VERNETTE UMALI-PACO General Counsel