Legal Opinion Form

LEGAL OPINION

This Legal Opinion (the "Opinion") is delivered as of by Counsel: to Recipient: .

This Opinion is given in connection with the transaction described as: (the "Transaction").

RECITALS

WHEREAS, Counsel has been requested by Recipient to render an opinion regarding certain legal matters relating to the Transaction; and

WHEREAS, Recipient has provided Counsel with customary documents, certificates, and other instruments described in Section 2 (collectively, the "Documents") and has requested that Counsel state certain matters of law as of the date of this Opinion; and

WHEREAS, Counsel has reviewed such matters and is qualified to render the opinions set forth below.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants contained herein, Counsel hereby states the following opinions to Recipient.

1. DOCUMENTS REVIEWED

Counsel has examined: (a) the corporate or organizational documents of the parties to the Transaction supplied to Counsel as of the date hereof; (b) certificates or other instruments of public record certified to Counsel as to their content and completeness; and (c) the Documents furnished to Counsel in connection with the Transaction. Counsel has relied upon, and limited its review to, copies of such records and documents.

2. ASSUMPTIONS

For the purposes of this Opinion, Counsel has assumed without independent investigation: the genuineness of all signatures, the authenticity of all documents submitted as originals, the truthfulness and completeness of all factual representations and certificates delivered to Counsel, and the continuing accuracy of publicly filed records as of their filing date. Counsel also assumes that no change in applicable law occurs between the date of this Opinion and the date on which reliance is placed upon it.

3. OPINIONS

Based upon the matters stated in Sections 1 and 2 and subject to the Qualifications and Limitations set forth in Section 4, Counsel is of the opinion that, as of the date of this Opinion:

3.1 Corporate Existence and Good Standing. The party identified as Recipient is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has the corporate or organizational power and authority to own its properties and to carry on its business as currently conducted.

3.2 Authorization. All corporate or other necessary action on the part of Recipient to authorize the execution, delivery and performance of the Documents has been duly taken, and the Documents constitute the valid and binding obligations of Recipient enforceable against Recipient in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.

3.3 No Conflicts or Violations. The execution and delivery of the Documents and the consummation of the Transaction will not (i) violate any provision of Recipient's organizational documents, (ii) violate any material law or order applicable to Recipient, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which Recipient is a party, except where such violation or breach would not reasonably be expected to have a material adverse effect on Recipient's ability to perform its obligations under the Documents.

3.4 Enforceability. To the extent governed by the laws specified in Section 7, the Documents constitute legally binding obligations of Recipient and are enforceable against Recipient in accordance with their terms, subject to the Qualifications in Section 4.

4. QUALIFICATIONS AND LIMITATIONS

4.1 Counsel expresses no opinion as to matters of fact, including the sufficiency of consideration, the economic or business reasons for the Transaction, or the truth of factual statements made in the Documents.

4.2 Counsel does not opine on any tax consequences arising from the Transaction and expressly disclaims any opinion regarding tax matters or the interpretation of tax statutes and regulations.

4.3 Counsel's opinions are limited to matters of federal law and the laws of the jurisdiction specified below in Section 7. Counsel expresses no opinion as to the laws of any other jurisdiction unless expressly stated herein.

5. RELIANCE; PERMITTED USE

This Opinion is furnished solely for the benefit of Recipient and its successors and assigns and may be relied upon by Recipient in connection with the Transaction. No other person or entity is entitled to rely upon this Opinion without Counsel's prior written consent. Counsel may decline to permit reliance if any factual representation on which Counsel has relied proves to be untrue or incomplete in any material respect.

6. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by overnight courier, or three business days after being mailed by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice to the other.

7. GOVERNING LAW

This Opinion shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law, except as to matters preempted by applicable federal law.

8. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Opinion constitutes the entire understanding between Counsel and Recipient concerning the legal matters addressed herein. If any provision of this Opinion is held invalid or unenforceable, the remainder of this Opinion shall remain in full force and effect. No amendment, modification, or waiver of any provision of this Opinion shall be effective unless in a written instrument signed by both Counsel and Recipient.

9. COUNTERPARTS

This Opinion may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

10. CERTIFICATIONS

Counsel certifies that, to the best of Counsel's knowledge after reasonable inquiry, the opinions set forth herein represent the professional judgment of Counsel and are stated as of the date of this Opinion. Counsel further certifies that no facts have come to Counsel's attention that would materially and adversely affect the opinions expressed herein as of the date hereof.

11. ADDITIONAL INFORMATION

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