Ti	=	Opinions
Note	=	The title is provided by @hazardj
Note	=	To preserve parallel numbering, am nulling the second paragraph from Atty_Opinion_Seller.
Note	=	The form of Buyer's Counsel Opinion seems to be missing the equivalent of this section: 1.3.2.sec=breaches or constitutes a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or results in the termination of, or accelerates the performance required by, or excuses performance by any Person of any of its obligations under, or causes the acceleration of the maturity of any debt or obligation pursuant to, or results in the creation or imposition of any lien or other security interest upon any property or assets of any {_Acquired_Company} under, any agreements or commitments listed in Part 3.17(a) of the {_Disclosure_Letter};
1.0.sec	=	Based upon and subject to the foregoing and the other qualifications and limitations stated in this opinion letter, our opinions are as follows:
1.1.sec	=	{_Buyer} is validly existing {GoodStanding.cl} as a corporation under the law of {Buyer.Register.Adr.State.the}.
GoodStanding.cl	=	and in good standing
Note	=	No equivalent of this in the Buyer's form: 1.2.1.sec=Each of the {_Transaction_Documents} has been {TransactionDocs.Authorized.cl} executed, and delivered by the {_Sellers}.
TransactionDocs.Authorized.cl	=	duly authorized,
[OPTIONAL: Include if the target is a party to any {_Transaction_Documents}:	=
1.2.sec	=	{_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.
1.3.0.sec	=	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}:
1.3.1.sec	=	violates any provision of the {Buyer.Register.Certificate/Articles.cl} of Incorporation or Bylaws of {_Buyer};
1.3.2.sec	=	violates any judgment, decree, or order listed in {SPA.DL.Rep.Buyer.Authorized.Xref} of the {_Disclosure_Letter}; or
1.3.3.sec	=	violates any federal law of the United States or any law of {Law.State.the}.
1.3.	=	[G/Z/ol-a/s3]
ConsummationBy.cl	=	{_Sellers} or {_Company}
1.4.sec	=	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: {Except.Provisions.cl}
Except.Provisions.cl	=	{Note to Drafter:} identify any particular clauses in the Transaction_Documents to be excluded.
1.	=	[G/Z/ol/s4]
2.sec	=
	=	[G/Z/paras/s2]