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H'.W.O’M ELVENY 1885-1941 LOUIS W- MYERS MAYNARD J , TOLL JOHN O’MELVENY JACKSON W. CHANCE PAUL FUSSELL JAMES M. IR V IN E ,JR . WILLIAM W. CLARY SIDN EY H-WALL HARRY L. DUNN RICHARD C . BERGEN JAMES L .B EE BE WILLIAM P. MARTIN PIERCE WORKS DEANE F. JOHNSON HOMER I. MITCHELL RAY H . LINDMAN CLINTON LATOURRETTE JAMES C .G R EE NE GRAHAM L.STE RLING , J R . WILLIAM W.ALSUP W. B. CARMAN LAW O F F I C E S O F O 1 M E L V E N Y <5*. M Y E R S -433 SOUTH S P R I N G S TREET L O S A N G E L E S 13 6 9 2 0 S U N S E T B O U L E V A R D H O L L Y W O O D 2 8 JOHN A.PO WELL FREDERICK N.EDWARDS ADRIAN C . STANTON LAUREN M. WRIGHT RODNEY K.POTTER PHILIP A .LO O M IS , JR . GEORGE F. ELMENDORF ROBERT W. LEWIS RUTH ANN SAYLES HOWARD J- DEARDS EDWARD C. FREUTEL.JR. FRANKLIN T. HAMILTON JAMES E. DUNLAP PHILIP F. WESTBROOK,JR. HUGH L-MACNEIL CLYDE E.TRITT ERNEST M -C LA RK ,JR . EVERETT B . CLARY BENNETT W. PRIEST JAMES E.CRO S S E.HARLEY WALTHER JAMES W. BEEBE RICHARD B.RAGLAND WARREN M -CHRISTOPHER WILLIAM E .W ILE Y ,JR . RICHARD F. IGL ROY E . POTTS ROGER WILLIAMS R.BRADBURY CLARK GILBERT E.HAAKH WENDELL B. WILL WILLIAM L.SCOTT EDWARD B. S M IT H ,H I April 8th 1 9 5 3 CABLE ADDRESS“ MOMS” IN REPLY REFER TO B-2805 S U B J E C T Mr. Thomas A. Campbell, President Las Vegas Valley Water District 135 South Fourth Street Las Vegas, Nevada Dear Tom: In accordance with our telephone conversation of yes­terday, we are writing you concerning the status of the contract with Union Pacific. Yesterday afternoon Mr. Montgomery and I had a conference wherein we carefully went over the various proposed changes and additions to the contract. It was Mr. Montgomery's feeling that we should consult with the District before we have any face to face negotiations with representa­tives of Union Pacific. With respect to the contract, we believe that the contract as drafted by Union Pacific would probably be satis­factory from the point of view of the legality of the bond pro­ceedings. However, from the point of view of the District, as the purchaser and operator of the water system, we feel that there are a number of matters which should be clarified and additional provisions which should be added for the protection of the District. Enclosed herewith are five copies of a resume outlining the principal changes which we would recommend from: the point of view of the District. Also enclosed are two copies of various revisions which we have drafted as of the present time. As yet none of these revisions have been submitted to Union Pacific. Without delaying this letter we are unable to provide more than two copies of said revisions at this time. Normally "an offer" and "an acceptance" are sufficient to create a legal contract without the necessity of reducing the same to a formal agreement. However, in Union Pacific's acceptance of February 12, 1953* Union Pacific was careful to provide that "your proposal and this acceptance do not constitute a binding contract of purchase and sale but are intended only