/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Atty_Opinion_Seller/0.md
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Opinion Letter–Counsel to Sellers

• {Seller.Atty.Letterhead}
  {EffectiveDate.YMD}
  
  
• {Buyer.N/1/2}

• Re:	Acquisition of {Company.US.N,E,A} (the “{_Company}”) by {Buyer.US.N,E,A} (the “{_Buyer}”) pursuant to the {SPA.Doc.Ti} dated {SPA.EffectiveDate.YMD} (the “{_Purchase_Agreement}”)

• Ladies and Gentlemen:

• We have acted as counsel for {_Sellers} (as identified and defined in the {_Purchase_Agreement}) in connection with their execution and delivery of the {_Purchase_Agreement}.
• This opinion letter is delivered to you pursuant to {_Purchase_Agreement} § 8.6(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 {_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.

As to certain matters of fact relevant to the opinions in this opinion letter, we have relied on certificates of officers of the {_Company} and on factual representations made by the {_Sellers} 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. Each of the {_Company} and its {_Subsidiaries} is validly existing as a corporation and in good standing under the law of {Company.Register.Adr.State}.
  2. Each of the {_Transaction_Documents} has been duly authorized, executed, and delivered by the {_Sellers}. The {_Company} (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 each {_Seller} of each {_Transaction_Document} to which it is a party nor the consummation of the Contemplated Transactions by each {_Seller}:
     1. violates any provision of the Organizational Documents of any {_Acquired_Company};
     2. 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};
     3. violates any judgment, decree, or order listed in Part 3.15(b) of the {_Disclosure_Letter}; or
     4. violates any federal law of the United States or any law of {Law.State.the}.
  4. Except for requirements of the HSR Act, no consent, approval, or authorization of, or declaration, filing, or registration with, any governmental authority of the United States or {Law.State.the} is required in connection with the execution and delivery of any {_Transaction_Document} by {_Sellers} or the {_Company} or the consummation by {_Sellers} or {_Company} of any of the Contemplated Transactions.
  5. Each of the {_Transaction_Documents} is a valid and binding obligation of {_Sellers}, enforceable against {_Sellers} 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, such as the noncompetition provisions of § 7.1 of the Model Agreement
  6. The authorized capital stock of the {_Company} consists of {SPA.Rep.Seller.Capitalized.Cap.Common.Auth.#} shares of common stock, {SPA.Rep.Seller.Capitalized.Cap.Common.Par.$} par value, of which {SPA.Rep.Seller.Capitalized.Cap.Common.Issued.#} shares are outstanding. The Shares have been duly authorized and validly issued and are fully paid and nonassessable.
  7. Upon the delivery of certificates to {_Buyer} indorsed to {_Buyer} or indorsed in blank by an effective endorsement and the payment to {_Sellers} being made at the Closing, and assuming {_Buyer} has no notice of an adverse claim to the Shares within the meaning of Uniform Commercial Code § 8-105, {_Buyer} will acquire the Shares free of any adverse claims within the meaning of Uniform Commercial Code § 8-303.
  8. All of the outstanding shares of capital stock of each {_Subsidiary} have been duly authorized and validly issued and are fully paid and nonassessable. The outstanding capital stock of each of the {_Subsidiaries} is owned of record by one or more of the Acquired Companies.
• Except as set forth in Part 3.15(a) of the {_Disclosure_Letter}, we are not representing any of the Acquired Companies or {_Sellers} in any pending litigation in which any of them is a named defendant or in any litigation that is overtly threatened in writing against any of them by a potential claimant} that challenges the validity or enforceability of, or seeks to enjoin the performance of, the {_Transaction_Documents}.

• 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:
  1. .....
  2. .....
• 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:
  1. 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;
  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.

Very truly yours,

{Seller.Atty.US.Frame.Sign.Block}