OPINION — AG — ** BANK — HOLDING COMPANY — FINANCIAL ADVISOR ** (1) A CORPORATE SUBSIDIARY OF A BANK HOLDING COMPANY IS NOT ABSOLUTE FORBIDDEN FROM BIDDING ON BONDS OF A MUNICIPALITY WHEN A SUBSIDIARY OF THE SAME BANK HOLDING COMPANY, OR OTHER POLITICAL SUBDIVISION, REPRESENTED THE MUNICIPALITY OR POLITICAL SUBDIVISION IN THE PREPARATION OR HANDLING OF THE BOND ISSUE OR IN THE BOND PROCEEDINGS PURSUANT TO 62 O.S. 355 [62-355], UNLESS THE SUBSIDIARIES ARE MERE INSTRUMENTALITIES OR ADJUNCTS OF THE HOLDING COMPANY OR ARE SO ORGANIZED AND CONTROLLED THAT EACH SUBSIDIARY IS AN INSTRUMENTALITY OR ADJUNCT OF THE OTHER. WHETHER THE SEPARATE CORPORATE IDENTITIES OF THE SUBSIDIARIES COULD BE DISREGARDED AND A VIOLATION OF 62 O.S. 355 [62-355] FOUND, IS A QUESTION OF FACT TO BE DETERMINED ON A CASE BY CASE BASIS. (2) IT IS POSSIBLE THAT ONE SUBSIDIARY OF A BANK HOLDING COMPANY COULD BE DISQUALIFIED FROM BIDDING ON MUNICIPAL BONDS IF IT HAD A DIRECT AND CERTAIN FINANCIAL INTEREST IN THE BOND PROCEEDINGS CONTRACT OF ANOTHER SUBSIDIARY OF THE SAME HOLDING COMPANY. A SUBSIDIARY OF A BANK HOLDING COMPANY CAN NOT ACT AS FINANCIAL ADVISOR TO THE MUNICIPALITY ON A BOND ISSUE IF IT WILL HAVE A DIRECT AND CERTAIN FINANCIAL INTEREST IN A BID SUBMITTED BY ANOTHER SUBSIDIARY OF THE SAME HOLDING COMPANY. WHETHER SUCH FINANCIAL INTERESTS EXIST BETWEEN THE TRANSACTIONS OF TWO CORPORATE SUBSIDIARIES IS A QUESTION OF FACT TO BE DETERMINED ON A CASE BY CASE BASIS. (CONFLICT OF INTEREST MUNICIPAL BONDS, PUBLIC FINANCE) CITE: OPINION NO. 80-301, OPINION NO. 81-129, OPINION NO. 81-152, OPINION NO. 83-181, 6 O.S. 502 [6-502], 20 O.S. 1401 [20-1401], 62 O.S. 351 [62-351] — 62 O.S. 359 [62-359] (BANK HOLDING COMPANY ARTICLE IX, SECTION 41 (THOMAS L. SPENCER)