__[Name and address]__
Re:__[Case name]__
Dear __[name of officer of XYZ Corp.]__:

   This letter concerns this firm's representation of you and XYZ
Corp. in connection with __[describe specific nature of
litigation, e.g., a claim by HIJ Co. under a contract dated _ _ _
_ _ _]__. We understand, as you do, that the activities of XYZ
during 1991 relating to this matter in which you may have been
involved, or may have obtained knowledge as an officer of XYZ
Co., are, along with other events, subjects of the HIJ lawsuit
now pending.
   We know of no conflict of interest between you and XYZ that
would disqualify us from representing both you and XYZ. If we
learn of facts that establish such a conflict, or if we are
convinced that such a conflict is imminent, we will advise you
immediately and suggest that you retain separate counsel. We do
not think it likely, based on what we know now, that such a
conflict will develop.


   If such a conflict should develop, XYZ has authorized us,
based on facts presently known, to tell you that XYZ will pay the
reasonable fees and expenses of competent counsel hired to
represent you separately.


   At your and XYZ's request, and without expense to you, since
XYZ will pay all of our fees and monies expended in your behalf,
we have agreed to represent both you and XYZ in connection with
this litigation.
   If the foregoing is acceptable, we are pleased to represent
you and ask that you sign and return a copy of this letter to us
at your early convenience. A return envelope is enclosed for that

Very truly yours,

__[Typed name of attorney]__
Agreed and Accepted:

__[Typed name of officer]__
Date: _ _ _ _ _ _


Return to Table of Contents for

Legal Forms : Set Two