/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Buyer/0.md
  Source views: Source JSON(ish) on GitHub (VSCode)   Doc views: Document (&k=xlist): Visual Print Technical: OpenParameters Xray

---

• We have acted as counsel for {_Buyer} in connection with its execution and delivery of the {_Purchase_Agreement}.
• This opinion letter is delivered to you pursuant to {_Purchase_Agreement} § 9.5(a).
• Each capitalized term in this opinion letter that is not defined in this opinion letter but is defined in the {_Purchase_Agreement} is used herein as defined in the {_Purchase_Agreement}.

• 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.

As to certain matters of fact relevant to the opinions in this opinion letter, we have relied on certificates of officers of {_Buyer} and on factual representations made by the {_Buyer} in the {_Purchase_Agreement}. We also have relied on certificates of public officials. We have not independently established the facts or, in the case of certificates of public officials, the other statements, so relied upon.

• 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.

• Our opinions are limited in all respects to the law of {Law.State.the} and the federal law of the United States.
• We express no opinion with respect to the law of any other jurisdiction or the law of {Buyer.Register.Adr.State} other than the {Buyer.Register.Adr.State} corporate statute as provided above.
• Our opinions above are subject to bankruptcy, insolvency, reorganization, receivership, moratorium, and other similar laws affecting the rights and remedies of creditors generally and to general principles of equity (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity.
• For the purposes of the opinions expressed in this opinion letter, we have assumed:
  1. the genuineness of all signatures on all documents;
  2. the authenticity of all documents submitted to us as originals;
  3. the conformity to the originals of all documents submitted to us as copies;
  4. the correctness and accuracy of all facts set forth in all certificates and reports; and
  5. the due authorization, execution, and delivery of and the validity and binding effect of the {_Transaction_Documents} with regard to the parties to the {_Transaction_Documents} other than {_Buyer}.
• We express no opinion as to any matters arising under, or the effect of any of, the following:
  1. .....
  2. .....
• This opinion letter shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Section of Business Law as published in 57 BUS. LAW. 75 (2002), a copy of which is attached}..
• The opinions expressed in this opinion letter:are strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be implied and are only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the Sellers or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in this opinion letter.
• This opinion letter:
  1. is delivered in connection with the consummation of the sale of stock pursuant to the {_Purchase_Agreement}, may be relied upon only by the {_Sellers} in connection with its sale of stock pursuant to the {_Purchase_Agreement} and may not be relied upon by {_Sellers} for any other purpose;
  2. may not be relied on by, or furnished to, any other person or entity without our prior written consent; and
  3. without limiting the foregoing, may not be quoted, published, or otherwise disseminated, without in each instance our prior written consent.