Model Closing Opinion Letter (Annotated) - American Bar Association

Optional Paragraphs for Model Closing Opinion Letter
11. It is not necessary to register the Notes under the Securities
Act of 1933 or the securities laws of the Commonwealth of
Pennsylvania in connection with the offer and sale of the Notes to
the Banks under the circumstances contemplated by the Credit
Agreement.
[(E)(5) We call your attention to the arbitration provision of
the Credit Agreement and to the existence of differences between
arbitral and judicial processes. We have based our opinion as to
enforceability in paragraph 4 upon an assessment of legal authorities
which would be applicable in judicial proceedings.]
[(E)(6) In rendering the opinions hereinbefore expressed, we
have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to
authentic, original documents of all documents submitted to us as
copies, the due authority of the parties executing such documents
(other than those executing on behalf of the Company), and the
legal capacity of natural persons.]
[(E)(7) In making our examination of documents which call
for execution by parties other than the Company (“Other Parties”),
we have assumed the enforceability thereof against all the Other
Parties; and we have assumed that each of the Other Parties
(i) has satisfied those legal requirements that are applicable to it
to the extent necessary to make the Loan Documents enforceable
against it, and (ii) has complied with all legal requirements pertaining
to its status as such status relates to its rights to enforce
the Loan Documents against the Company.]
[(E)(8) In connection with our opinion in paragraph __ above
concerning [describe subject matter], our investigation revealed
that certain corporate records concerning [specify the missing
records and describe their relevance] were missing [or incomplete].
As a consequence, we have relied upon the presumption of
regularity and continuity to the extent necessary to enable us to
provide that opinion.]
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