/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Buyer/0.md
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>- In acting as counsel to {_Buyer}, we have examined the following documents and instruments (collectively, the “{_Transaction_Documents}”):
- The {_Purchase_Agreement};
- The {_Escrow_Agreement}; and
- The {_Promissory_Notes}.
>In addition to the {_Transaction_Documents}, we have examined:- 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};
- The Bylaws of {_Buyer}, certified to be true and correct by its Secretary;
- 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};
- 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;
- Certificate of {Buyer.Secretary.Title} of {_Buyer}, dated the date hereof, certifying as to certain factual matters (the “{_Buyer_Certificate}”);
- Documents listed in the {_Buyer_Certificate}; and
- Such other documents as we have deemed appropriate in order to render the opinions expressed below.
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