Model Closing Opinion Letter (Annotated) - American Bar Association

2 Model Closing Opinion Letter (Annotated)
3. The Company has taken all corporate action necessary to
authorize the execution, delivery and performance of each of the
Transaction Documents, and has duly executed and delivered each
of them.
4A. The Credit Agreement and the Note are [legal,] valid and
binding obligations of the Company, enforceable against the Company
in accordance with their respective terms
[, except as may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws
affecting the rights and remedies of creditors generally, and (b) general
principles of equity {(regardless of whether such enforceability
is considered in a proceeding in equity or at law)} {, including (without
limitation) concepts of materiality, reasonableness, good faith
and fair dealing}].
4B. We note that the Credit Agreement provides that it is to
be governed by and construed in accordance with the substantive
law of the State of New York. In any proceedings arising out of or
relating to the Credit Agreement in any court of the Commonwealth
of Pennsylvania, or in any Federal court sitting in the
Commonwealth of Pennsylvania, that court would give effect to
the governing law provision of the Credit Agreement, except to the
extent that the application of New York law is contrary to a fundamental
public policy of the Commonwealth of Pennsylvania [or
any other state whose law would apply to an issue absent such
choice of New York Law].
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Alternative 1:
However, if a court were to hold, notwithstanding the express
terms of the Credit Agreement, that it is governed by and to be
construed in accordance with the Law of [Pennsylvania],
Or Alternative 2:
However, our Opinion is given as if the law of the Commonwealth
of Pennsylvania, without regard to its conflict of laws provisions,
were chosen as the governing law in the Loan Documents.
Based on that assumption,
Or Alternative 3:
However, if the Credit Agreement were governed by the law of
the Commonwealth of Pennsylvania,