Legal Letter of Comment

LEGAL LETTER OF COMMENT

This Legal Letter of Comment (the "Letter") is dated as of and is delivered by Counsel Name: , Counsel Firm: , Address: to Client Name: , Address: , in connection with Matter: .

RECITALS

WHEREAS, Client has requested that Counsel review and comment on the document described as: dated (the "Document");

WHEREAS, Counsel has conducted a review of the Document solely for the limited purposes and to the limited extent set forth in this Letter and the engagement agreement between Counsel and Client;

WHEREAS, the parties wish to record Counsel's comments, requested revisions and the terms governing reliance on such comments as set forth below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. PURPOSE

The purpose of this Letter is to set forth Counsel's written comments on legal issues identified in the Document and to state the limitations on reliance, scope of review and the requested revisions. This Letter does not constitute a formal legal opinion unless expressly stated in writing by Counsel.

2. SCOPE OF REVIEW

Counsel's review was limited to the matters expressly described in the engagement and to the versions of the Document provided to Counsel as of the date indicated above. Counsel has not conducted independent factual investigations, due diligence beyond documents provided, or inquiries to third parties except as expressly set forth in writing. Nothing in this Letter expands the scope of Counsel's engagement beyond that agreement.

3. COMMENTS

Counsel's comments on the Document are set forth below. Each comment identifies a specific provision or issue, the legal concern, and a suggested revision. The comments are not exhaustive and are limited to the matters reviewed.

4. REQUESTED REVISIONS

Counsel requests that Client or the drafting party incorporate the changes set forth in the comments above. To the extent revisions are accepted, Counsel requests delivery of a marked or clean copy of the revised Document for confirmation of remaining issues.

5. LIMITATIONS; DISCLAIMER OF OPINION

Unless expressly stated otherwise in a separately signed written opinion letter, nothing in this Letter constitutes a legal opinion of Counsel. Counsel's comments are limited to matters of law and interpretation as of the date of this Letter and are based solely on information and documents provided by Client or its representatives.

Counsel expressly disclaims any responsibility for consequences arising from subsequent changes to law, fact, or to the Document after the date of this Letter. Counsel shall have no liability for modifications to the Document made without Counsel's prior written consent.

6. CONFIDENTIALITY

The parties agree that the contents of this Letter and supporting materials are confidential and shall not be disclosed to third parties except (a) as required by law or regulation, (b) to advisors or insurers on a need-to-know basis subject to confidentiality obligations, or (c) otherwise with the prior written consent of Counsel and Client.

Confidential: Mark if the Client asserts additional restrictions on disclosure in writing.

7. RELIANCE; THIRD PARTIES

This Letter is intended solely for the benefit of Client and Counsel and may not be relied upon by any other person or entity without Counsel's prior written consent. Any third party that receives this Letter without such consent shall not be entitled to rely on its contents.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by confirmed electronic transmission to the addresses set forth above or such other address as a party may provide by notice in accordance with this section.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. The failure of either party at any time to require performance of any provision shall not affect that party's right to require performance at any time thereafter.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified by Client for this matter: , without regard to conflict of laws principles.

If any provision of this Letter is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. This Letter, together with the engagement agreement between Counsel and Client to which it relates, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

11. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic signature or transmission of a scanned signature page shall be effective as an original.

IN WITNESS WHEREOF, the parties have caused this Letter to be executed by their duly authorized representatives as of the date first written above.

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