/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Seller/0.md
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Limitations on the Opinion
- 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 {Company.Register.Adr.State} other than the {Company.Register.Adr.State} corporate statute as provided above. We express no opinion as to any matters arising under, or the effect of any of, the following:
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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).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}..This opinion letter: - is delivered in connection with the consummation of the sale of stock pursuant to the {_Purchase_Agreement}, may be relied upon only by {_Buyer} in connection with its purchase of stock pursuant to the {_Purchase_Agreement} and may not be relied upon by {_Buyer} for any other purpose;
- may not be relied on by, or furnished to, any other person or entity without our prior written consent; and
- without limiting the foregoing, may not be quoted, published, or otherwise disseminated, without in each instance our prior written consent.