December 23, 1996

C. Stephen Trimmier
Trimmier Law Firm, P.C.
P.O. Box 1885
Birmingham, AL 35201

Re: Limited Partnership Credit Union Service Organization("CUSO")
(Your Letter of October 17, 1996, to NCUA's Region III)

Dear Mr. Trimmier:

In your letter to H. Allen Carver, Region III Director, you requested a legal opinion regarding whether a CUSO can act as the general partner of a limited partnership CUSO. Under the facts given to this Office, TU Inc., an Alabama corporation, was created to act as the general partner for TU Ltd., an Alabama limited partnership. TU Inc. is wholly owned by Alabama Telco Credit Union ("ATCU") and University Federal Credit Union ("UFCU"). The limited partners of TU Ltd. are ATCU and UFCU. For the reasons stated in the attached legal opinion, a CUSO corporation cannot be a general partner of a limited partnership CUSO. See Letter from Richard S. Schulman, Associate General Counsel, to Guy A. Messick, Lastowka & Messick, Re: CUSO Limited Partnership, dated September 26, 1994 (attached). Any opinion to the contrary is incorrect. If you have any further questions, please contact Sparky Conrey, Staff Attorney, on (703-518-6558).

Sincerely,

Michael J. McKenna
Acting Associate General Counsel

cc: H. Allen Carver

GC/MSC:sg
SSIC 5060
96-1061