Legal Opinion Certificate

LEGAL OPINION CERTIFICATE

This Legal Opinion Certificate (the Certificate) is delivered as of by Counsel Name: with principal office at (Counsel), to Recipient Name: with address (Recipient), in connection with the transaction described below.

RECITALS

WHEREAS, Recipient has requested that Counsel deliver a written opinion relating to certain matters of law in connection with the transactions and documents described herein (the Transaction); and

WHEREAS, Counsel has examined and reviewed corporate or organizational records and other documents and instruments described in this Certificate and made such inquiries and investigations of public and non-public sources as Counsel has deemed necessary to render the opinions set forth below; and

WHEREAS, Recipient will rely upon the opinions set forth in this Certificate in connection with the Transaction.

NOW THEREFORE, for and in consideration of the foregoing and the mutual covenants contained herein, Counsel hereby certifies to Recipient as follows:

1. DOCUMENTS REVIEWED

Counsel has examined originals or copies, as indicated, of the following documents and materials (the Documents Reviewed), as well as such corporate records and public filings as Counsel deemed necessary:

2. OPINIONS

Based on the Documents Reviewed, on such matters of fact as Counsel has deemed necessary and on the qualifications and assumptions set forth in Section 3, Counsel is of the opinion, to the best of Counsel's knowledge after due inquiry, that:

2.1 Organization and Existence. The entity identified as is duly organized, subsisting and in good standing under the laws of and has the corporate power and authority to own its property and to carry on its business as now being conducted.

2.2 Authorization and Enforceability. The execution, delivery and performance by such entity of the Transaction Documents (as defined in the Documents Reviewed) have been duly authorized by all necessary corporate or organizational action, and when executed and delivered by such entity the Transaction Documents will constitute valid and binding obligations of such entity enforceable in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors' rights generally and by general principles of equity.

2.3 No Conflicts. The execution, delivery and performance by such entity of the Transaction Documents do not, to Counsel's knowledge after due inquiry, (a) violate any provision of the organizational documents of such entity, (b) violate any material law or regulation applicable to such entity in the jurisdiction identified above, or (c) constitute a default under, or give rise to any right of termination, acceleration, modification or cancellation under, any material contract or instrument to which such entity is a party, except as disclosed in the Documents Reviewed.

2.4 Consents, Filings and Approvals. All material consents, approvals, waivers, permits or notices required by governmental or regulatory authorities or by third parties in connection with the execution and delivery of the Transaction Documents and the consummation of the Transaction have been obtained or made, or no such consents, approvals, waivers, permits or notices are required, except as disclosed in the Documents Reviewed.

2.5 No Litigation. There is no action, suit or proceeding pending or, to Counsel's knowledge after due inquiry, threatened against such entity that challenges the validity or enforceability of the Transaction Documents or that would reasonably be expected to have a material adverse effect on the ability of such entity to perform its obligations under the Transaction Documents, except as disclosed in the Documents Reviewed.

3. ASSUMPTIONS AND QUALIFICATIONS

The opinions expressed in Section 2 are given subject to the following assumptions and qualifications:

(a) Counsel has assumed the genuineness of all signatures, the authenticity of all documents submitted to Counsel as originals and the conformity to originals of any documents submitted as copies.

(b) Counsel has relied without independent investigation on certificates and statements of officers of the entity and on such other representations and warranties as Counsel has reasonably deemed necessary.

(c) Counsel expresses no opinion as to the laws of any jurisdiction other than the laws of .

4. LIMITATIONS

Counsel does not opine and makes no representation regarding: (i) factual matters, except as expressly stated; (ii) valuation, accounting or tax consequences of the Transaction (unless specifically addressed in the Documents Reviewed); or (iii) compliance with securities laws or the requirements of any securities regulatory authority, except to the extent expressly provided in the Documents Reviewed. Counsel's opinions are limited to matters of law and do not extend to questions of policy or interpretation of non-legal standards.

5. RELIANCE AND THIRD PARTIES

Recipient may rely on this Certificate for purposes of the Transaction. This Certificate may be delivered in counterparts and a copy, facsimile or electronic transmission hereof shall be binding for all purposes. No other party is entitled to rely on this Certificate except with the prior written consent of Counsel.

6. NOTICES

7. AMENDMENTS; WAIVER

This Certificate may be amended only by a written instrument executed by Counsel and Recipient. No failure or delay by any party in exercising any right under this Certificate shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any other or further exercise of such right.

8. GOVERNING LAW

This Certificate shall be governed by, and construed in accordance with, the laws of , without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT; SEVERABILITY

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, writings and understandings. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. COUNTERPARTS

This Certificate 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. Delivery of an executed counterpart by electronic transmission of an image of a signature page shall be effective as delivery of an original.

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