Model Closing Opinion Letter (Annotated) - American Bar Association

Text of Model Opinion Letter Basic Provisions without Annotations
(B)(2) We have relied, without independent verification,
upon factual representations made by the Company in Sections
___ of the Credit Agreement.
(B)(3) We have relied upon a certificate of the [OFFICER’S
TITLE] of the Company dated the date hereof (the “Company’s
Certificate”), certifying that the items listed in such certificate are
(a) all of the indentures, loan or credit agreements, leases, guarantees,
mortgages, security agreements, bonds, notes, other agreements
or instruments, and (b) all of the judicial or administrative
orders, writs, judgments, awards, injunctions and decrees, which
as to any matter in (a) or (b) affect or purport to affect the Company’s
right to borrow money or the Company’s obligations under
the Credit Agreement.
(B)(4) We have assumed
[describe factual and other assumptions as to critical issues
that should not be assumed without explicit statement].
(C) The Law covered by the opinions expressed herein is limited
to the Law of the Commonwealth of Pennsylvania and the
Federal law of the United States of America (; and [if the Company
is a Delaware corporation] in addition, in respect of the Opinions
set forth in opinion paragraphs 1, 2 and 3 above, the General Corporation
Law of the State of Delaware).
[(D)(1) Insofar as the opinions in paragraphs 1, 2 and 3 above
relate to matters that are governed by the law of the State of ___,
we have relied upon the opinion of [name, city and state of Other
Counsel] being concurrently provided to you.]
[(D)(2) Various issues concerning [describe matters] are
addressed in the Opinion Letter of [name, city and state of Other
Counsel] separately provided to you, and we express no opinion
with respect to those issues.] [However, we believe that the opinion
of such Other Counsel is satisfactory as to form and scope, and
that you are justified in relying thereon.]
(E) The foregoing opinions are subject to the following additional
assumptions and qualifications:
(E)(1) With respect to the opinion in paragraph 7, we call
your attention to the provisions of Section 911(b) of the Pennsylvania
Crimes Code (the “Crimes Code”), 18 Pa.C.S. § 911(b), which
makes it unlawful to use or invest income derived from a pattern
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