Legal Opinion Document

LEGAL OPINION DOCUMENT

This Legal Opinion Document (the "Opinion") is delivered as of by Counsel: , having an office at , to Recipient: , located at , in connection with the transaction described as .

RECITALS

WHEREAS, the Recipient has requested that Counsel render certain legal opinions in connection with the Transaction and the documents, instruments and agreements executed or to be executed in connection therewith (the "Transaction Documents"); and

WHEREAS, Counsel has examined and relied upon the corporate or organizational documents, governmental filings, resolutions, certificates, searches and the agreements listed in Section 2 below and has interviewed officers or representatives of the Recipient as Counsel deems necessary to render the opinions stated in this Opinion; and

WHEREAS, Counsel's opinions are limited by the assumptions, qualifications and exceptions set forth herein and are provided solely for the benefit of the Recipient and such other persons expressly identified in Section 6.

NOW, THEREFORE

In consideration of the foregoing and subject to the limitations and qualifications contained herein, Counsel states the following opinions.

1. DOCUMENTS EXAMINED

Counsel has examined originals, copies, or certified copies of the following documents and such other documents as Counsel has deemed necessary or appropriate:

2. ASSUMPTIONS AND QUALIFICATIONS

The opinions expressed in Section 4 are subject to the following assumptions and qualifications, each of which Counsel has relied upon unless otherwise indicated:

1. The genuineness of signatures, the authenticity of documents submitted as originals, the conformity to original of documents submitted as copies, and the accuracy of all factual representations and warranties made by the Recipient or third parties in the Transaction Documents.
2. The characterization of all entities described in the Transaction as the types of entities identified by the Recipient, and that such entities have been duly formed, are validly existing and in good standing under the laws of their respective jurisdiction unless expressly qualified otherwise in this Opinion.
3. The representations of fact made by Recipient's officers, employees or agents and any certifications delivered in connection with the Transaction are true and complete as of the date of this Opinion and on any other date of reliance.

3. ENTITY TYPE (FOR PURPOSES OF OPINION)

The Recipient is represented to Counsel and Counsel assumes that the Recipient is (select all that apply):

Corporation    Limited Liability Company    Partnership    Other:

4. OPINIONS

Based on the foregoing and subject to the assumptions, qualifications and exceptions set forth herein, Counsel is of the opinion that:

1. Corporate Power and Authority. The Recipient has the corporate (or organizational) power and authority to enter into, execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder, and such execution and delivery have been duly authorized by all requisite action.
2. Valid and Binding Obligation. The Transaction Documents, when executed and delivered by the Recipient as of the date hereof, will constitute the legal, valid and binding obligations of the Recipient enforceable against the Recipient in accordance with their respective terms, except as enforceability may be limited by insolvency, reorganization, moratorium laws and by general principles of equity.
3. No Conflict. The execution, delivery and performance by the Recipient of the Transaction Documents do not and will not (a) violate applicable law of the jurisdiction of organization of the Recipient, (b) conflict with or result in a breach of any material agreement to which the Recipient is a party, or (c) result in the creation or imposition of any material lien on assets of the Recipient, except as may be expressly provided in the Transaction Documents.
4. Required Approvals. All corporate or internal approvals of the Recipient required to authorize the Transaction have been obtained, and no governmental authorization, approval or consent is required for the validity or enforceability of the Transaction Documents except as disclosed in the Documents Examined or identified in the assumptions.
5. No Pending Litigation Affecting Validity. There is no pending or, to Counsel's knowledge, threatened litigation, arbitration or administrative proceeding which, if determined adversely to the Recipient, would materially and adversely affect the power, authority or ability of the Recipient to perform its obligations under the Transaction Documents.

5. LIMITATIONS AND EXCEPTIONS

The opinions expressed above are subject to the following limitations and exceptions: (a) matters of fact outside the public record or not represented by officers of the Recipient, (b) effects of bankruptcy, reorganization and similar laws affecting creditors' rights generally, (c) equitable remedies and defenses including waiver, laches and estoppel, and (d) reliance on legal opinions of counsel in other jurisdictions as to matters of foreign law. Counsel expresses no opinion as to tax treatment, environmental compliance, or compliance with securities laws except as expressly stated in Section 4.

6. RELIANCE, INTENDED RECIPIENTS AND USE

This Opinion is furnished to the Recipient for its benefit in connection with the Transaction and may be relied upon by the Recipient and by the following additional parties provided that each additional party expressly identified below is named and identified in writing:

This Opinion is provided solely in connection with the Transaction and may not be used, circulated or quoted in whole or in part for any other purpose without Counsel's prior written consent.

7. NOTICES

Any notice or communication required or permitted under this Opinion shall be given in writing and delivered to the addresses set forth below:

8. AMENDMENTS, WAIVER, COUNTERPARTS

This Opinion may be amended or waived only by a written instrument signed by Counsel. No failure or delay by either party in exercising any right under this Opinion shall operate as a waiver of such right. This Opinion 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.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Opinion shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law.

Entire Agreement: This Opinion constitutes the entire agreement between Counsel and the Recipient with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings and agreements on such subject.

Severability: If any provision of this Opinion is determined to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

10. CERTIFICATION

Counsel certifies that the opinions set forth in Section 4 are delivered in good faith and represent Counsel's professional judgment as to the matters stated as of the date hereof, subject to the assumptions, qualifications and limitations contained in this Opinion.

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