Model Closing Opinion Letter (Annotated) - American Bar Association

Text of Model Opinion Letter Basic Provisions without Annotations
(H) The opinions in this letter are limited to the matters set
forth herein; no Opinion may be inferred or implied beyond the
matters expressly stated in this letter; and the opinions must be
read in conjunction with the assumptions, limitations, exceptions
and qualifications set forth in this letter. We assume no obligation
to update this opinion to advise you of any changes in facts or laws
subsequent to the date hereof.
[(I)(1) A copy of this Opinion Letter is being concurrently
delivered to [NAME OF AGENT’S COUNSEL], counsel to the
Agent, and such counsel shall be entitled to rely hereon in rendering
its Opinion to the Banks as if this Opinion Letter were
expressly addressed and had been delivered to it.]
[(I)(2) A copy of this Opinion Letter may be delivered by you
to a prospective loan participant or purchaser for review in connection
with their purchase of a portion of the credit facility created
under the Credit Agreement, but such persons may not rely
on this Opinion Letter without our prior written consent.]
(I)(3) At your request, we hereby consent to reliance hereon
by any future assignee of your interest in the loans under the
Credit Agreement pursuant to an assignment that is made and
consented to in accordance with the express provisions of Section
[ ___ ] of the Credit Agreement, on the condition and understanding
that (i) this letter speaks only as of the date hereof, (ii) we have no
responsibility or obligation to update this letter, to consider its
applicability or correctness to other than its addressee(s), or to
take into account changes in law, facts or any other developments
of which we may later become aware, and (iii) any such reliance by
a future assignee must be actual and reasonable under the circumstances
existing at the time of assignment, including any
changes in law, facts or any other developments known to or reasonably
knowable by the assignee at such time.
(I)(4) [Subject to the foregoing, this] [This] Opinion Letter
may be relied upon only by you in connection with the execution
and delivery of the Loan Documents and the transactions contemplated
thereby. You may not rely upon this Opinion Letter for any
other purpose, and no other person or entity may rely upon this
Opinion Letter for any purpose without our prior written consent.
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