Model Closing Opinion Letter (Annotated) - American Bar Association

Text of Model Opinion Letter Basic Provisions without Annotations
Text of Model Opinion Letter Basic Provisions without
Annotations
[Date of Closing]
To the parties identified in Schedule A hereto:
Ladies and Gentlemen:
We have acted as Counsel for [Name of BORROWER] (the
“Company”), a Pennsylvania [Delaware] corporation, in connection
with (i) [the preparation, execution and delivery of] the Revolving
Credit and Term Loan Agreement dated [date] (the “Credit Agreement”)
among the Company, the Banks parties thereto and [name
of AGENT] as Agent for the Banks [, and (ii) the initial borrowing(s)
made thereunder evidenced by the Revolving Credit Notes
dated [date] (the “Notes”) of the Company in favor of the Banks].
(The Credit Agreement and the Notes are hereinafter collectively
referred to as the “Loan Documents.”)
We are delivering this opinion letter to you [at the request of
the Company] pursuant to [Section ___ of] the Credit Agreement.
Unless otherwise defined herein, capitalized terms shall have the
respective meanings set forth in the Credit Agreement.
On the basis of and subject to the assumptions, qualifications,
exceptions and limitations set forth below, we express the following
opinions:
1A. The Company is a Pennsylvania [business] corporation
[duly incorporated] [duly organized] and presently subsisting
under the laws of the Commonwealth of Pennsylvania.
1B. The Company is a corporation [duly incorporated] [duly
organized], validly existing [and in good standing] under the General
Corporation Law of the State of Delaware.
1C. The Company is duly qualified as a foreign corporation
and is in good standing in the (Commonwealth of Pennsylvania) [if
Borrower is a Delaware corporation] (State of ___) [if Borrower is a
Pennsylvania corporation].
2. The Company has the corporate power [and authority] to
execute, deliver and perform [all of its obligations under] each of
the Loan Documents.
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