EXHIBIT 23.1.1

We consent to the references to Skadden, Arps, Slate, Meagher & Flom LLP
under the caption "Risk Factors - Judicial, Legislative or Regulatory
Action That May Adversely Affect Your Investment - Future Voter
Initiatives, Referenda or Other State Legislative Action May Invalidate the
Securitization Bonds or Their Underlying Assets " in the Prospectus.

/s/ Skadden, Arps, Slate, Meagher & Flom LLP