Model Closing Opinion Letter (Annotated) - American Bar Association

More documents

Recommendations

Info

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]. 116 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,
Text of Model Opinion Letter Basic Provisions without Annotations the Credit Agreement and the Note would be 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}]. 5. The execution and delivery by the Company of the Loan Documents do not, and the performance by the Company of its obligations thereunder will not, require approval from or any filings with any governmental authority under any law of the United States or of Pennsylvania, or any rule or regulation thereunder. As used in this paragraph, the term “governmental authority” means any legislative, judicial, administrative or regulatory body of the United States or the Commonwealth of Pennsylvania. 6. The execution and delivery by the Company of the Loan Documents do not, and the performance by the Company of its obligations thereunder will not, (a) result in a violation of the Articles [Certificate] of Incorporation or Bylaws of the Company, (b) breach or result in a default under any Other Agreement listed in the Company’s Certificate, or (c) result in a violation of any Court Order listed in the Company’s Certificate. 7. The execution and delivery by the Company of the Loan Documents do not, and the performance by it of its obligations thereunder will not, result in a violation of any applicable statute of Pennsylvania or the United States, or any rule or regulation thereunder (, or [if the Company is a Delaware corporation] any provision of the General Corporation Law of the State of Delaware). 8. Neither the extension of credit nor the use of proceeds as described in Section ___ of the Credit Agreement violates the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System. 9. The Company is not required to register as an “investment company” under the Investment Company Act of 1940, as amended. 117
Page 1:
2 Model Closing Opinion Letter (Ann
Page 4 and 5:
Page 6 and 7:
Page 8 and 9:
Page 10 and 11:
Page 12 and 13:
Page 14 and 15:
Page 16 and 17: 2 Model Closing Opinion Letter (Ann
show all

Model Closing Opinion Letter (Annotated) - American Bar Association

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?