Model Closing Opinion Letter (Annotated) - American Bar Association

2 Model Closing Opinion Letter (Annotated)
10. We hereby confirm to you that to our knowledge there
are no actions or proceedings against the Company pending before
any court, governmental agency or arbitrator, or overtly threatened
in writing, that [(i)] seek to enjoin the performance of the
Loan Documents [, or (ii) seek damages in excess of $___ from the
Company {, or $___ in the case of any subsidiary of the Company}],
except as disclosed in Schedule ___ to the Credit Agreement.
[(A1) For purposes of this opinion letter, we have examined
the following:
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(i) the Credit Agreement;
(ii) the [form of the] Notes;
(iii) the Articles [Certificate] of Incorporation and all amendments
thereto of the Company (the “Charter”);
(iv) the Bylaws of the Company, as in effect from _________;
(v) certified copies of resolutions of the Board of Directors of
the Company relating to the Loan Documents;
(vi) various certificates of public officials, and certificates of
officers of the Company as to factual matters;
(vii) documents furnished by the Company pursuant to Section
__ of the Credit Agreement; and
(viii) such other agreements, documents and records as we
have deemed necessary as a basis for the opinions expressed
below;
and we have made such other investigation as we have deemed
appropriate.]
[(A2) For purposes of this opinion letter we have reviewed
such documents and made such other investigation as we have
deemed appropriate.]
(B) As to certain matters of fact material to the opinions
expressed herein,
(B)(1) We have relied upon certificates of public officials and
of officers of the Company [and others] with respect to the accuracy
of factual matters contained therein, which we have not independently
established.