the bill upon the Governor, the Board of Public Works, and
the Attorney General, requiring that the State should be-
come a defendant in the suit.

Each of those agents of the State separately answered that
the State had conferred upon them no such authority, and
that the General Assembly only could authorize the appear-
ance of the State, as a defendant, in its own Courts : that it
was manifest upon the face of the bill, that the State of
Maryland was an indispensable party to the adjustment of
priorities in the payment of the surplus tolls ; that the com-
plainant was bound to know the law of the forum to which
it appealed ; that a session of the Legislature had been held
and adjourned without any notice or application to the State
to become a party, and that the complainant must submit to
the consequences of delaying the proceeding until another
session of the Legislature should be held.

Upon these answers the cause was again heard in March,
1869, and on April 10, '69, the Court filed its opinion sustain-
ing the ground taken in the answers, and passed an order to
stay the proceedings accordingly.

This was the state of the case when in December last it was
stated in the public press that the Company had paid to the
State of Virginia $58,000.

Having been informed, a few days after, that I would pro-
bably be called on for an official opinion upon the subject, I re-
quested the Comptroller to obtain for me a copy of the pro-
ceedings of the Company, in order that I might know on what
account the payment was made. In accordance with this re-
quest, the Clerk of the Company furnished me with the copy
of the proceedings, which I beg to submit herewith to the Sen-
ate, as containing all the information I have upon the subject.
No request for any opinion was made of me until that contained
in the order of the Senate, except some inquiries of the present
Comptroller as to the power of the Canal Company to fund the
unpaid interest coupons, so as to make them to bear interest,
and give such funded debt priority over the debt due by the
Company to the State, &c., to which I replied on the 23d ult.

In reply to the request for my opinion upon the legality of
the payment out of the net revenues of the Company, I have to
state that I am not informed of the particular claims to which
the payment was applied, 80 as to form an opinion upon them
all. I have addressed a note to the President of the Company,
requesting a statement, and when I' shall have received it, I
may be able to answer more fully. But I infer from "the agree-
ment" in the proceedings herewith sent, that a part of the sum
so paid was applied to pay interest, on the bonds for $140,000,
to Selden, Withers & Co., and part to pay interest to 1st Octo-
ber, 1869, upon the certificates for coupons funded in 1853. I
have heretofore considered the question as to the character of