Model Closing Opinion Letter (Annotated) - American Bar Association

2 Model Closing Opinion Letter (Annotated)
of “racketeering activity” in the establishment or operation of any
enterprise. “Racketeering activity,” as defined in the Crimes Code,
includes the collection of money or other property in full or partial
satisfaction of a debt which arose as the result of the lending of
money or other property at a rate of interest exceeding 25% per
annum where not otherwise authorized by law. Accordingly, the
opinion expressed in paragraph 7 is qualified to the extent, if any,
that the statute referenced in this paragraph (E)(1) may be applicable
to this transaction.
(E)(2) We express no opinion as to (i) Section ___ of the
Credit Agreement insofar as it authorizes each Bank to set off and
apply any deposits at any time held, and any other indebtedness
at any time owing, by such Bank to or for the account of the Company,
and (ii) Section ___ of the Credit Agreement insofar as it
provides that any Bank purchasing a participation from another
Bank pursuant thereto may exercise set-off or similar rights with
respect to such participation.
(E)(3) Our opinions above are subject to the proviso that no
opinion is given as to the application of any antitrust or securities
laws.
(E)(4) [Set forth additional assumptions and qualifications
that may be appropriate, depending on the particular transaction
and who the Opinion Recipient is.]
(F) As used in Opinion Paragraph 4, the term “fraudulent
transfer laws” is understood to include laws relating to restrictions
on the ability of a corporation to declare or pay dividends,
reacquire shares of its own stock, or make other distributions on
or with respect to its capital stock (such as § 1551 of the Pennsylvania
Business Corporation Law), as well as the Pennsylvania
Fraudulent Transfer Act and similar laws.
(G) In the confirmation in Opinion Paragraph 10 [and specify
any other paragraphs where the phrase is used], the phrase “to
our knowledge” means the conscious awareness of facts, without
investigation, by any of the lawyers currently with this firm who
have given substantive attention to legal representation of the
Company in connection with matters relating directly to the
Transaction [, including the partner in this firm who is the current
primary contact for the Company].
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