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

• In acting as counsel to {_Sellers}, we have examined the following documents and instruments (collectively, the “{_Transaction_Documents}”):
  1. The {_Purchase_Agreement};
  2. The {_Escrow_Agreement}; and
  3. The {_Releases}.
• In addition to the {_Transaction_Documents}, we have examined:
  1. The Certificate or Articles of Incorporation of each {_Acquired_Company}, as in effect on the date hereof, certified by the Secretary of State of its jurisdiction of incorporation;
  2. The other Organizational Documents of each {_Acquired_Company}, certified to be true and correct by the Secretary of the {_Company};
  3. Certificates from the Secretary of State of the state of incorporation of each {_Acquired_Company} with regard to each {_Acquired_Company}’s existence and good standing;
  4. Copies of resolutions adopted by the board of directors of the {_Company} with respect to the authorization of the execution, delivery, and performance of those {_Transaction_Documents} to which the {_Company} is a party and certified to be true and correct by its secretary;
  5. Certificate of {Company.Secretary.Title} of the {_Company}, dated the date hereof, certifying as to certain factual matters (the “{_Company_Certificate}”);
  6. Documents listed in the {_Company_Certificate}; and
  7. Such other documents as we have deemed appropriate in order to give the opinions expressed below.