Ti	=	Limitations on the Opinion
Note	=	The title was added by @hazardj
Note	=	Section 5 seems to have moved from the end of Section 2 to a new Section 5. Section 7 here is Included in Buyer, but not in Seller.
1.sec	=	Our opinions are limited in all respects to the law of {Law.State.the} and the federal law of the United States.
2.sec	=	We express no opinion with respect to the law of any other jurisdiction{ExcludedLaw.cl}.
ExcludedLaw.cl	=	or the law of {Buyer.Register.Adr.State} other than the {Buyer.Register.Adr.State} corporate statute as provided above
3.sec	=	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.
Note	=	the ", regardless ..." is in this opinion and not in the Atty_Opinion_Seller [See an alternate version in the Comment to the comparable provision of the illustrative Sellers’ Counsel form.].
4.0.sec	=	For the purposes of the opinions expressed in this opinion letter, we have assumed:
4.1.sec	=	the genuineness of all signatures on all documents;
4.2.sec	=	the authenticity of all documents submitted to us as originals;
4.3.sec	=	the conformity to the originals of all documents submitted to us as copies;
4.4.sec	=	the correctness and accuracy of all facts set forth in all certificates and reports; and
4.5.sec	=	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}.
4.	=	[G/Z/ol-a/s5]
5.0.sec	=	We express no opinion as to any matters arising under, or the effect of any of, the following:
{OPTIONAL – if applicable:	=
5.1.sec	=	.....
5.2.sec	=	.....
5.	=	[G/Z/ol/s2]
6.sec	=	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){Attach.LegalOpinionPrincipals.cl}.
Attach.LegalOpinionPrincipals.cl	=	, a copy of which is attached}.
7.0.sec	=	The opinions expressed in this opinion letter:
7.1.sec	=	are strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be implied and
7.2.sec	=	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.
7.	=	[G/Z/para/s2]
8.0.sec	=	This opinion letter:
8.1.sec	=	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;
8.2.sec	=	may not be relied on by, or furnished to, any other person or entity without our prior written consent; and
8.3.sec	=	without limiting the foregoing, may not be quoted, published, or otherwise disseminated, without in each instance our prior written consent.
8.	=	[G/Z/ol/s3]
	=	[G/Z/paras/s8]