Fill and Sign the Exhibit Sec Form

EXHIBIT G-2 to Master Agreement FORM OF OPINION OF LOCAL COUNSEL FOR LESSEE _______________________, 20___ To the Lessor, the Agent and the Lenders as defined in the Participation Agreement hereinafter referred to Re: Lease Transaction Ladies and Gentlemen:We have acted as special ____________________ counsel to _________________, a ___________________ corporation (the "Lessee"), in connection with the transactions contemplated by the Master Agreement. We have examined and are familiar wit h originals of or copies identified to our satisfaction of (i) the Master Agreement, dated as of ____________ ___, 20____ (as heretofore amended, the "Master Agreement"), among the Lessee, ______________, as Lessor, the Lenders party thereto and ______________ as Agent; and (ii) the other Operative Documents listed on Schedule A hereto (together with the Mast er Agreement, the "Subject Documents"). In addition, we have examined and are familiar with such legal matters as we have deemed necessary for the purpose of rendering this opinion. Capitalized terms used in this opinion and not otherwise defined herein shall have the respective meanings specified in Appendix A to the Master Agreement. This opinion is being furnished to you at the request of the Lessee pursuant to Section 3.1(a)(xii) of the Master Agreement in connection with the Closing Date related to the Leased Property covered by the Subje ct Documents. In rendering this opinion we have assumed: (a) the genuineness of the signatures on all documents and instruments and the authenticity of all documents submitted as original s, and the conformity to originals of all documents submitted as photostatic or certified copies; (b) that each of the parties to the Subject Documents has all the legal capacity, powe r and authority required for it to enter into the Subject Documents to which it is a party, and to pe rform its respective obligations thereunder; (c) that all such matters have received any corpora te or other authorization required by any applicable charter, by-law, law or regulation; (d) the due exec ution and delivery of the Subject Documents by each of the parties thereto; and (e) that there are no agreements between any parties that would alter the agreements set forth in the Subject Documents. To the extent that the assumptions in clauses (b) and (c) relate to any laws or regulations, such assumptions relate only to those laws and regulations as to which we are not opining herein. Based upon the foregoing, we are of the opinion that: 1. The Lessee is duly qualified as a foreign corporation authorized to do business in, and is in good standing in, the State of _________________________ (the "State"). 2. None of the Agent and the Lenders are required under the laws of the State to qualify as a foreign corporation, foreign trust company or otherwise in the State, or to file any designation for service of process in the State, solely as a result of its execution, del ivery and performance of the Subject Documents to which it is a party. 3. Each of the Mortgage and the Lease (as supplemented by the Lease Supplement) constitutes the legal, valid and binding obligation of the parties thereto enforceable against each such party in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally a nd by general equitable principles. 4. The Deed delivered on the Closing Date for the Leased Property is in form sufficient under the laws of the State to convey valid title to the property describe d therein, and such instruments, when filed or recorded with ________________________ (the "Recording Office") will have been filed or recorded in the appropriate public offices in the Sta te in which such filing or recording is necessary to convey valid title to the property described the rein to the Lessor. 5. The Lease and the Lease Supplement are in forms sufficient under the laws of the State to demise to the Lessee a valid leasehold interest in the Leased Property. The [Lease and the] Lease Supplement, when recorded with the Recording Office, will have been filed or recorded in all public offices in the State in which such filing or recording is necessa ry to provide constructive notice of the Lease on the Leased Property to third persons and to e stablish of record the interest of the Lessor thereunder. 6. If the transactions as provided for in the Lease are characterized as a loan: [(a) The provisions of the Lease are effective to create a power of sale in favor of the Lessor.] (b) The [Lease and the] Lease Supplement [are][is] in form sufficient under the laws of the State to create a valid lien or security interest in favor of the Lessor in the Leased Property described therein, and when recorded with the Recording Office, will have been filed or recorded in all public offices in the State in which such filing or recording is necessary to perfect the interest of the Lessor thereunder to the extent that such Leased Property constitutes real estate. The Lease provides the Lessor with all remedies customarily obtained by lenders in the State in connection with the type of loan and security provided thereby. The foreclosure of the Lease would not restrict, affect or impair the Lessee's liability with respect to the obligations secured thereby or the Lessor's rights or remedies with respect to the foreclosure or enforcement of any other security interests or liens securing such obligations to the extent any deficiency remains unpaid after application of the proceeds of the foreclosure. (c) Execution and delivery by the Lessee of, and enforcement by the Lessor of any of its remedies under, the Lease will not affect the validity or priority of the liens and security interest in favor of the Agent and the Lenders created by the Mortgage. 7. The Mortgage and the Security Agreement and Assignment are in form sufficient under the laws of the State to create valid liens or security interests in favor of the Lender in the collateral described therein, and when recorded with the Recording Office, will have be en filed or recorded in all public offices in the State in which such filing or recording is ne cessary to perfect the interest of the Lender thereunder to the extent that such collatera l constitutes real estate. The Mortgage and the Security Agreement and Assignment provide the Lender with a ll remedies customarily obtained by lenders in the State in connection with the type of loan and security provided for by the Loan Agreement. The foreclosure of the Mortgage would not restrict, affect or impair the Lessor's liability with respect to the obligati ons secured thereby or the Lender's rights or remedies with respect to the foreclosure or enforcement of any other security interests or liens securing such obligations to the extent any deficiency rem ains unpaid after application of the proceeds of the foreclosure. 8. The law (statutory or otherwise) of the State does not require a lienholder to make an election of remedies where such lienholder holds security interests and liens on both the real and the personal property of a debtor or to take recourse first or solely against or otherwise exhaust its remedies against its collateral before otherwise proceeding to enforce a gainst such debtor the obligations of such debtor. Nothing in the laws of this State will hinder or prevent enforcement in the State of the obligations of the Lessee or the Guarantor under any of t he Subject Documents to which it is, respectively, a party. 9. Under the laws of the State the priority of the Mortgage and the Lease (if the transactions provided for in the Lease are characterized as a loan), to the extent that such documents secure future advances and are a conveyance of or create a lien against a real property interest, is determined by the respective dates on which such documents are recorded. 10. The UCC Financing Statements which are to be recorded or filed within the Sta te, the forms of which are attached hereto, are in form sufficient under the laws of the Sta te for filing or recording, and when recorded with the Recorder's Office and the ______________ Secretary of State will have been filed or recorded in all public offices in the State in which such filing or recording is necessary to perfect the interests of the Lessor and the Agent in t he collateral described therein to the extent the same can e perfected by fil ing or recording in the State. 11. Neither the execution and delivery of the Subject Documents, nor the fulfillment of or the compliance with the provisions thereof, by the lessor, the Agent and the Lenders, re sults in a violation of, or contravenes any State statute, law, rule, code, ordinance or regul ation to which the Lessor, the Agent or the Lenders are subject. 12. No approval, consent, or withholding of objection on the part of, or filing or registration with, any governmental authority or regulatory body in the State is required for the due execution and delivery of the Subject Documents by the Lessor, the Agent or the Lende rs, or the performance of the transactions by the Lessor, the Agent or the Lenders as contemplat ed thereby. 13. Except for federal, state and local franchise, withholding and income taxes, no taxes, fees or other charges imposed by the state, ________________ County or any other local governmental entity are payable by Lessor, the Agent or the Lenders solely as a result of (i) the issuance of the Notes on the date hereof, (ii) the acquisition by the Lessor of the Le ased Property, or (iii) (except for nominal filing or recording fees payable at the time of fil ing or recording) the execution, delivery, recordation or filing (where applicable) of the Subject Documents and all other instruments delivered in connection with the transactions c ontemplated thereby. 14. The provisions in the Subject Documents concerning interest, yield, loan fees, late fees, prepayment premiums, default rate of interest and other charges, including the met hods of calculation and payment thereof, are not usurious under, or otherwise violative of, the laws of the State. 15. Under the laws of the State and local jurisdictions therein, there is no statutory or regulatory lien in favor of any Governmental Authority for (a) liability under the State environmental laws or regulations, or (b) damages (including natural resource damages) arising from, or costs incurred by, such Governmental Authority in response to the release of Hazardous Material into the environment. 16. Under the laws of the State and local jurisdictions therein, there are no statutory or regulatory requirements relating to the transfer of ownership or operation, sale or foreclosure of the Leased Property which require notification of the State or the local jurisdicti on of such transfer, sale or foreclosure, certification that there has been no discharge of Hazardous Ma terial or other substances, or, in the event of a discharge, responsibility of the Lessor, the Agent or the Lenders, as appropriate, for the undertaking of remedial measures to alleviate environm ental contamination resulting from such discharge. We are members of the Bar of the State. The opinions expressed herein are limite d exclusively to the laws of the state and the rules and regulations, if any, under each of said laws. Certain of the Subject Documents purport to be governed by laws of the states other than the State. With your permission, we have assumed for the purposes of this opinion (contrary to the express provisions thereof) that such agreements would be governed by and construed and interpreted in accordance with the laws of the State. Very truly yours, Schedule 1. Mortgage 2. Lease 3. Lease Supplement 4. UCC Financing Statements 5. Security Agreement and Assignment 6. Loan Agreement