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Los Angeles - March 6, 1953 Mr. W.R. Rouse: In connection with our negotiations with the Las Vegas Valley Water District relative to the sale of the Water Company to the District, the legal work hereto­fore has been done by Leo McNamee with the exception of the matters concerning the proposed bond issue, which are being handled by the firm of O'Melveny and Myers. Mr. McNamee is not a well man and the work has been somewhat delated. Some time ago, when I was in Las Vegas, Mr. Campbell, President of the Water District, asked if there would be any objection if the O’Melveny firm took over the legal work with respect to the final consummation of the pending contracts, which are being prepared, and the final sale of the property. A day or two ago, Mr. Beebe of the O’Melveny firm telephoned me and I told him that offhand I could see no objection to this as I could not see any conflict of interest between their firm and the Union Pacific since the terms of the contract were virtually agreed upon and the only thing to be done would be to work out the details of the contract and preparation of necessary documents to effectuate the final sale. I told him that if it got behond that point, we would have to further consider the matter and that since you were coming out here, I would talk to you about it. It is my recommendation that we acquiesce in their accepting this work limited to any legal questions arising out of the proposal by the Water District, our acceptance thereof, and handling of all legal matters, preparation of documents and contracts, looking towards the final transfer of the properties of the Water Company and the railroad to the water District. If anything later develops which would indicate there might be a conflict, I am sure we can work out some arrangements with the O’Melveny firm, personally, I think this will expedite the handling of matters in view of Mr. Mc­Namee 's illness and his delay in handling legal matters for the District. E. E. Bennett