Model Closing Opinion Letter (Annotated) - American Bar Association

OPTIONAL PARAGRAPHS FOR MODEL CLOSING
OPINION LETTER
Optional Paragraph
11. Securities Laws Registration
11. It is not necessary to register the Notes under the Securities
Act of 1933 or the securities laws of the Commonwealth of
Pennsylvania in connection with the offer and sale of the Notes to
the Banks under the circumstances contemplated by the Credit
Agreement.
Note: See Op. 4, note 3(c), p. 72, above, Op. 5, note (b), p. 83,
above, and Op. 7, note (d), p. 86, above. If Opinion paragraph 11
is requested, it would be necessary to rely upon representations of
the Banks in the Credit Agreement, with a sentence such as the
following:
In rendering the Opinion in paragraph 11 above, we have relied
upon the representations of the Banks in paragraph ___ of
the Credit Agreement.
This Opinion is more commonly requested in private placements of
notes to institutional lenders than in bank financings.
Optional Qualifications, Assumptions, etc.
E.5. Arbitration Provision
[(E)(5) We call your attention to the arbitration provision of
the Credit Agreement and to the existence of differences between
arbitral and judicial processes. We have based our opinion as to
enforceability in paragraph 4 upon an assessment of legal
authorities which would be applicable in judicial proceedings.]
Note: See note 2(f) to Op. 4, p. 71, above. The qualification in
paragraph (E)(5) is assumed even if not stated.
E.6. Assumptions as to Authenticity, etc.
[(E)(6) In rendering the opinions hereinbefore expressed,
we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity
to authentic, original documents of all documents submitted
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