/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Buyer/0.md
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Opinions
  • Based upon and subject to the foregoing and the other qualifications and limitations stated in this opinion letter, our opinions are as follows:
    1. {_Buyer} is validly existing and in good standing as a corporation under the law of {Buyer.Register.Adr.State.the}.
    2. {_Buyer} (a) has the corporate power to execute and deliver, and to perform its obligations under, each {_Transaction_Document} to which it is a party, (b) has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, each {_Transaction_Document} to which it is a party, and (c) has duly executed and delivered each {_Transaction_Document} to which it is a party.
    3. Neither the execution and delivery by {_Buyer} of each {_Transaction_Document} to which it is a party nor the consummation of the Contemplated Transactions by {_Buyer}:
      1. violates any provision of the {Buyer.Register.Certificate/Articles.cl} of Incorporation or Bylaws of {_Buyer};
      2. violates any judgment, decree, or order listed in {SPA.DL.Rep.Buyer.Authorized.Xref} of the {_Disclosure_Letter}; or
      3. violates any federal law of the United States or any law of {Law.State.the}.
    4. Each of the {_Transaction_Documents} is a valid and binding obligation of {_Buyer}, enforceable against {_Buyer} in accordance with its terms; provided, however, that this opinion does not cover: {Note to Drafter:} identify any particular clauses in the Transaction_Documents to be excluded.