Mr. Roger K. Davis

July 30, 2003 SEC OPINION NO. 40-03 Mr. Roger K. Davis 3894 Quingua Street, Makati City Fax no.: 882-0222 Dear Mr. Davis, This refers to your letter dated June 25, 2003 requesting opinion "whether Manila Polo Club Board of Directors can, without referring the issue to the general membership",: a) Confer on those present members who had completed 30 years of continuous membership, the recognition of their becoming "Honorary or Life Members". xxx xxx xxx b) With regard to the matter of extending to widows the courtesy of allowing them to continue enjoying the club's facilities upon the demise of their spouses, . . ." In regard to letter a), you stated that anyone who reaches the 30-year membership level would become automatically an "Honorary Member or Life Member". In effect, such conferment of "recognition" or "honor" will create another class of members, which is not provided in the Amended By-Laws of the Manila Polo Club. On letter b), you also stated that the widows (other than the widows of former members of the club prior to the club's conversion to proprietary membership club mentioned under Article VI, Membership, Admission and Registration, Section 1(3) will be given "Courtesy Membership" which is also not provided in the By-Laws. Based on the foregoing, we reiterate our advise to you in Opinion No. 30, Series of 2003. Any resolution of the Club's Board of Directors implementing the grant of "Honorary or Life Membership" or Courtesy Membership to widows mentioned in letter b) above, must be voted upon by the members of the Manila Polo Club entitled to vote during the regular or special meeting of all the members duly called for the purpose. Please be guided accordingly. IETCAS Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel