Legal Opinion Certificates

LEGAL OPINION CERTIFICATE

This Legal Opinion Certificate (the Opinion) is delivered as of Effective Date: by Counsel Name: with principal address: to Recipient Name: with principal address: .

RECITALS

WHEREAS, the Recipient has requested that Counsel deliver to the Recipient this Opinion in connection with the transaction described as: (the Transaction); and

WHEREAS, Counsel has examined originals or copies, as Counsel has deemed necessary, of such corporate records, certificates, governmental filings and other documents, instruments and matters of law as are listed in Schedule A attached hereto and such other documents and matters as Counsel has considered necessary to render the opinions set forth herein; and

WHEREAS, Counsel is requested to render certain opinions of counsel to the Recipient concerning the legal matters set forth below.

NOW THEREFORE, in reliance upon the foregoing recitals and subject to the assumptions, qualifications and limitations stated below, Counsel hereby delivers the following opinions to the Recipient.

1. DOCUMENTS EXAMINED

2. ASSUMPTIONS AND QUALIFICATIONS

The opinions expressed in this Opinion are predicated upon the following assumptions and qualifications, each of which is material to the opinions rendered.

2.1 Assumptions as to facts. Counsel has assumed, without independent verification, the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as copies, and the accuracy and completeness of all factual representations and certificates furnished to Counsel by the Recipient or its representatives.

2.2 Qualifications as to law. The opinions expressed herein are limited to the laws of the jurisdiction of: , and to the extent expressly stated, to federal law of the United States. Counsel does not express any opinion concerning the law of any other jurisdiction.

2.3 Public record and insolvency qualifications. Counsel renders no opinion as to the enforceability of the Transaction documents to the extent limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether considered in a proceeding in equity or at law).

3. OPINIONS

Subject to the assumptions and qualifications set forth above, Counsel is of the opinion that:

3.1 Organization and Good Standing. The Opinion Giver is a duly organized and validly existing entity in good standing under the laws of the jurisdiction set forth in Counsel's records and has the corporate power and authority to own its assets and to carry on its business as now being conducted.

3.2 Authority; Authorization. All necessary corporate or other organizational action by the Opinion Giver required to authorize the execution, delivery and performance of the Transaction documents has been duly taken. The Transaction documents have been duly executed and delivered by the Opinion Giver, and, assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding obligations of the Opinion Giver enforceable against the Opinion Giver in accordance with their respective terms, subject to the qualifications stated in Section 2.3.

3.3 No Conflict. The execution, delivery and performance by the Opinion Giver of the Transaction documents do not (i) violate any provision of the Opinion Giver's organizational documents, (ii) violate any material law, rule or regulation of the jurisdiction specified in Section 2.2, or (iii) conflict with or result in any breach of or default under any material agreement, mortgage, indenture or instrument to which the Opinion Giver is a party or by which it or its property is bound, except where such violation, conflict or default would not reasonably be expected to have a material adverse effect on the Opinion Giver's ability to perform its obligations under the Transaction documents.

3.4 Consents and Filings. Except as set forth in the documents examined or as disclosed in Schedule A, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required for the execution, delivery or performance by the Opinion Giver of the Transaction documents, other than filings and registrations that are ministerial in nature.

3.5 Litigation. There is no action, suit, claim, arbitration, administrative proceeding or investigation pending or, to Counsel's knowledge, threatened against the Opinion Giver before any court or administrative body that, singly or in the aggregate, if adversely determined, would reasonably be expected to have a material adverse effect on the Opinion Giver's ability to perform its obligations under the Transaction documents.

3.6 Enforceability of Instruments. The instruments executed and delivered by the Opinion Giver in connection with the Transaction, when executed and delivered by the other parties thereto and subject to the limitations set forth herein, constitute legal, valid and binding obligations enforceable in accordance with their terms, subject to bankruptcy, insolvency and other laws of general application affecting enforcement of creditors' rights and to general principles of equity.

3.7 Tax Matters. Counsel expresses no opinion regarding federal, state or local tax consequences of the Transaction, nor regarding matters of tax law except to the extent specifically set forth in a separate written opinion expressly identified as such.

4. RELIANCE; LIMITATIONS

4.1 Reliance. This Opinion is delivered to and for the sole benefit of the Recipient and its successors and assigns expressly identified in writing. Counsel consents to reliance on this Opinion by the Recipient and by the following additional parties if indicated: Affiliates and Related Parties: Yes, affiliates may rely

4.2 Limitations. This Opinion is limited to matters expressly set forth herein. Counsel does not assume any duty to update this Opinion for events occurring after the Effective Date. Counsel's opinions are based solely on matters of law as in effect and interpreted as of the Effective Date and on the documents and facts expressly referred to in Section 1. Counsel makes no assertion as to factual matters other than those expressly set forth in a certificate of the Opinion Giver or other persons addressed in the documents examined.

5. NOTICES

6. MISCELLANEOUS

6.1 Governing Law. This Opinion shall be governed by and construed in accordance with the laws of the jurisdiction specified for opinions in Section 2.2: .

6.2 Amendments; Waiver. This Opinion may be amended or waived only by a written instrument signed by the party against whom enforcement of such amendment or waiver is sought.

6.3 Counterparts. This Opinion may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

6.4 Entire Agreement. This Opinion constitutes the entire written statement of Counsel's legal opinions regarding the matters set forth herein and supersedes all prior written opinions given by Counsel to the Recipient with respect to such matters, unless expressly stated otherwise in a signed writing.

6.5 Severability. If any provision of this Opinion is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect to the fullest extent permitted by law.

ACKNOWLEDGMENT

The undersigned counsel certifies that the foregoing opinions are rendered in conformity with the standards of practice of attorneys in the jurisdiction specified above and that the factual matters stated to be within Counsel's knowledge are, to Counsel's knowledge after reasonable inquiry, true and correct as of the Effective Date.

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