Legal Lawyer Certificate

LEGAL LAWYER CERTIFICATE

This Legal Lawyer Certificate (the Certificate) is made as of by and between Client Name: with principal address: , and Counsel Name: of Firm: having address: .

RECITALS

WHEREAS, Client has requested that Counsel render the legal opinions and certifications set forth herein with respect to the matters described as: ; and

WHEREAS, Counsel has reviewed such documents, corporate records and other matters as Counsel deems necessary and appropriate to form the opinions expressed in this Certificate; and

WHEREAS, Client and Counsel agree that Counsel's opinions set forth in this Certificate will be relied upon by the Client and the recipients identified below for the purposes described herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, Counsel certifies, represents and agrees as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings specified: "Certificate" means this Legal Lawyer Certificate; "Client Records" means the organizational documents, minutes, resolutions and other corporate records of Client reviewed by Counsel; and "Documents" means the contracts, instruments and other writings delivered in connection with the Matter.

2. CERTIFICATION

Counsel hereby certifies that, based upon the review described herein and subject to the assumptions and qualifications set forth in Section 4, the facts and legal conclusions set forth in Section 3 are true and correct as of the Effective Date.

3. LEGAL OPINIONS

Counsel's professional legal opinions, subject to the limitations and qualifications herein, are as follows:

3.1 Corporate Existence and Good Standing. Counsel opines that Client is duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction of its organization as of the Effective Date, and that Client has the corporate power and authority to own its properties and to carry on its business as presently conducted.

3.2 Authority; Execution and Delivery. Counsel opines that the execution, delivery and performance by Client of the Documents have been duly authorized by all necessary corporate action, and that the Documents have been duly executed and delivered by Client and constitute valid and binding obligations of Client enforceable against Client in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or other laws affecting creditors' rights generally and by general equitable principles.

3.3 No Conflict. Counsel opines that, to the extent disclosed in Client Records and public records reviewed by Counsel, neither the execution and delivery of the Documents nor the consummation of the transactions contemplated therein will (a) violate any provision of Client's organizational documents, or (b) conflict with or constitute a default under any material agreement, instrument, judgment, order or decree to which Client is a party or by which Client's properties are bound.

3.4 Litigation. Counsel opines that, except as specifically disclosed in writing to specified recipients, there is no action, suit or proceeding of a material nature pending or, to Counsel's knowledge, threatened in which an unfavorable decision would materially impair Client's ability to perform its obligations under the Documents.

4. ASSUMPTIONS AND QUALIFICATIONS

4.1 Counsel's opinions are based upon: (a) the genuineness of all signatures on Documents; (b) the authenticity and completeness of all Documents submitted to Counsel as originals or copies; (c) the accuracy of factual representations made by Client in writing and in the Client Records; and (d) the absence of modifications, forgeries, or undetected alterations to Documents not apparent on their face.

4.2 Counsel's opinions are given only as to matters of law as to which Counsel is admitted to practice and are limited to the laws of the jurisdiction identified below as Governing Law and to federal law of the United States where specifically stated. Counsel expressly disclaims any opinion as to tax consequences, environmental matters, criminal law, or any matter of foreign law not specifically examined by Counsel.

5. RELIANCE

5.1 This Certificate is delivered to and may be relied upon by Client and by the recipients expressly identified by Client in writing. Counsel permits reliance only to the extent expressly stated in this Certificate and only by those recipients identified in the Reliance Recipients field below.

6. LIMITATIONS

6.1 Counsel's opinions do not cover and Counsel expressly declines to render opinions concerning: (a) matters of tax law or tax liabilities; (b) the adequacy of financial statements or accounting issues; (c) zoning, environmental or regulatory compliance except as expressly stated in writing; or (d) any matters not reasonably apparent from the Documents and Client Records reviewed.

6.2 Counsel's opinions are limited by: the possible impact of changes in law occurring after the Effective Date; the risk of unknown facts or hidden defects; and public records, filings and information available from official repositories.

7. REPRESENTATIONS OF CLIENT

Client represents and warrants to Counsel that: (a) the factual statements set forth in any instrument or representation made to Counsel are true and complete in all material respects as of the Effective Date; (b) Client has provided Counsel with all material Client Records relevant to the Matter; and (c) there are no material facts known to Client that have not been disclosed in writing to Counsel.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Certificate shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Certificate may be amended or modified only by a written instrument executed by Client and Counsel. No failure or delay by any party in exercising any right shall operate as a waiver, and any waiver must be in writing. This Certificate may be executed in counterparts and by facsimile or electronic signature, each of which shall be an original.

10. ENTIRE AGREEMENT; SEVERABILITY; GOVERNING LAW

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Governing Law field above without regard to conflict of law principles.

11. MISCELLANEOUS

Counsel's obligations hereunder are independent of any engagement letter and shall not be construed to enlarge or limit duties owed to Client under any other agreement, except as expressly stated herein. Counsel's opinions are limited to the matters expressly stated and do not imply any broader legal advice unless expressly set forth in writing.

CERTIFICATIONS

Counsel certifies that Counsel is duly admitted and in good standing to practice law in the jurisdiction identified as Governing Law above and that Counsel has the authority to deliver this Certificate on behalf of Counsel's firm.

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