The Birmingham age-herald., 1902-10-26
All Distractions Except Treaty With Colombia Are Now Out of the Way and Work Can Soon Be Mapped Out.
Opinion of Attorney General is Based on Exhaustive Investi- gation Into French Records. Attaches Papers as Proof.

RAE cial)-Attorney General hnoA
 has decided that if the United States should accept the offer of the new Panama Canal company submitted last spring for the sale of the canal for $40,- OOO.o0O it would receive through the par ties in interest a valid and unencumbered title to the property. This decision was arrived at after thorough and exhaus- five investigation of the situation in pa-..s=, first first i by Special Attorney Charles W. Russell and later by the attorney gen. eral himself. The attorney general for mally submitted the opinion to President Roosevelt today. It makes about 300 pages. The following is a synopsis of the opinion:
 The attorney generals opinion to the President on the title which the new Panama Canal company of France offers to the United States of all its rights and property on the isthmus of Panama, opens with history of the concessions made by Colombia in 1878, 1S90 etc., the formation of the De Lesseps Panama Canal company of France, the failure of this company in 1888. the transfer in 1894 of all it's rights to the present Panama Canal company of France by the liquida- tor appointed by the French court to wind up the affairs of the old company and of the laws passed by France concerning the liquidation of the old company.
 Takes Up Objections.
 The opinion then takes up the prin- cipal objections which have been made in this country to the title proposed to be given to the United States These objec- tions. it says, resolve themselves into req sons in support of the following proposi- tions:
 1. That the New Panama Canal com pany has not power to sell the canal and railway property.
 ?. That the liquidator of the old Pana- ma Canal company has not power to con sent to such sale.
 8. That the French courts have not power to authorize the liquidation and the new company or either of them to enter into the sale.
 4. That at all events the United States would take the property as a trust fund, subject to the total obligations to the stockholders, the bond holders and the other creditors of both companies.
 The history and nature of French com panies of the kind in question are ex- plained at length. They are said to be altogether different from our corpora tions, but to be easily understood if looked upon as private partnerships. which is their essential character.
 Regulated by Law.
 The opinion says that they are in some respects regulated by law but that these regulations do not change the essential character of the concerns as partner ships do not establish any tie between them and the government or any obliga- tions from them to the government and do not forbid the exercise of the liberty to dispose of their property as freely as an individual dsposes of his, if no special law forbids and if he is solvent and not under some particular contractual or like obligation to retain the property. The new Panama company is quite sol vent and there is no low forbidding it to sell. The Iiquidator of the old company, when he turned over the assets to the new company stipulated for 60 per cent of the profits of the canal when finished and it is held that he has full power to consent to the sale of 60 per cent which is a part of those assets.
 The opinion next discusses the power of ha n a " of that kind void as unconstitutional and holds that no French court or other au- thority has power to declare any French statute void.
 As to the proposition that the United States would be subject to the debts and claims of the stockholders and bond holders and other creditors of both of the companies, the opinion says:
 As to Assumption.
 As a general proposition it is not per ceived how there could be any law of equity for subjecting a purchaser or an article sold as assets of failing part nership 1such as the old company to the debts of the partnership.
 Nevertheless the opinion considers all possible mortgages and other lines affect ing the property itself real personal, under French or Colomian law. It says there have been mortgages and pledges of personal property, and shows in detail what became of them. As to the proposi- lion that the United States cannot take title to the shares of sock of the Panama Railroad company any corporation which the Panama company proposes to sell with the canal property, the opinion holds that the government can take and hold any kind of property it may have need of m the same manner as an in dividual can; that 1t would hold the sbaras a< an individual would hold them. As for the suggestion that the United States at all events could not destroy the railroad 1t is pointed out that it was evil dcnliy not the intention of the French