/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Buyer/0.md
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Examined Documents

• In acting as counsel to {_Buyer}, we have examined the following documents and instruments (collectively, the “{_Transaction_Documents}”):
  1. The {_Purchase_Agreement};
  2. The {_Escrow_Agreement}; and
  3. The {_Promissory_Notes}.
• In addition to the {_Transaction_Documents}, we have examined:
  1. The Certificate or Articles of Incorporation of {_Buyer}, as in effect on the date hereof, certified by the Secretary of State of {Buyer.Register.Adr.State};
  2. The Bylaws of {_Buyer}, certified to be true and correct by its Secretary;
  3. A certificate from the Secretary of State of {Buyer.Register.Adr.State} indicating that {_Buyer} is in good standing in the State of {Buyer.Register.Adr.State};
  4. Copies of resolutions adopted by the board of directors of {_Buyer} authorizing the execution, delivery, and performance of the {_Transaction_Documents} and certified to be true and correct by its Secretary;
  5. Certificate of {Buyer.Secretary.Title} of {_Buyer}, dated the date hereof, certifying as to certain factual matters (the “{_Buyer_Certificate}”);
  6. Documents listed in the {_Buyer_Certificate}; and
  7. Such other documents as we have deemed appropriate in order to render the opinions expressed below.