Legal Opinion Request Form

LEGAL OPINION REQUEST FORM

This Legal Opinion Request Form is made and entered into as of Effective Date: by and between Requesting Party Name: with principal address: and Counsel Firm Name: with principal address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Requesting Party desires to obtain from Counsel a written legal opinion concerning the matters described in this Request and in the Documents Reviewed section below; and

WHEREAS, Counsel has the requisite experience and agrees to provide a legal opinion subject to the terms, assumptions, qualifications and limitations set forth in this Request; and

WHEREAS, the Parties intend that the opinion provide professional legal conclusions for the benefit of the Requesting Party and such permitted recipients as are expressly identified in this Request.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Request, capitalized terms not otherwise defined shall have the meanings customarily ascribed to them. "Opinion" means the written legal opinion to be delivered by Counsel pursuant to Section 4. "Documents" means the instruments, records and other materials listed in Section 3.

2. SCOPE OF OPINION

Counsel will render the Opinion on the specific matters described in the request summary: . The Opinion will be limited to the laws of the governing jurisdiction identified in Section 12 and will not address matters of accounting, valuation or factual determinations beyond those expressly stated as assumptions herein.

3. DOCUMENTS REVIEWED

4. ASSUMPTIONS; RELIANCE

The Opinion will be based upon the genuineness of all signatures, the authenticity of all documents submitted as originals, and the accuracy of all factual representations and certificates delivered to Counsel. Requesting Party expressly represents that all factual statements material to the Opinion are true and complete to the best of its knowledge as of the Effective Date. Any assumption relied upon by Counsel is deemed to be a material inducement to the Opinion.

5. QUALIFICATIONS AND LIMITATIONS

The Opinion is subject to customary qualifications concerning: (a) matters of foreign law; (b) matters outside Counsel's area of practice; (c) the possibility of subsequent changes in law or facts; (d) limitations on reliance by third parties unless expressly agreed in writing; and (e) Counsel's express reservation of the right to withdraw or amend the Opinion if material facts are later discovered to be inaccurate or incomplete. Counsel will not be responsible for legal consequences arising from circumstances unknown to Counsel at the time of delivery.

6. RELIANCE BY THIRD PARTIES

The Opinion is prepared solely for the benefit of Requesting Party and the following permitted recipients: . No other person or entity may rely upon the Opinion without the prior written consent of Counsel, which may be conditioned upon additional review and acceptance of responsibility and fees.

7. DELIVERY AND FORM OF OPINION

Counsel will deliver the Opinion in writing to Requesting Party in electronic PDF form and may provide a printed original upon request. Delivery will be made to the primary contact and address below unless otherwise agreed in writing.

8. FEES AND PAYMENT

Requesting Party agrees to pay Counsel fees of Amount: plus reasonable expenses. Payment shall be due in accordance with the billing schedule: . Counsel may suspend work on the Opinion for nonpayment after written notice and a reasonable cure period.

9. CONFIDENTIALITY; USE RESTRICTIONS

The Parties agree that the Opinion and all nonpublic information exchanged in connection with it are confidential and shall not be disclosed except to the extent required by law, regulation, or as necessary to the permitted recipients identified in Section 6. Requesting Party shall not use the Opinion for public disclosure, securities filings, promotional materials, or other uses that would increase Counsel's exposure without Counsel's prior written consent.

10. INDEMNIFICATION

Requesting Party shall indemnify, defend and hold harmless Counsel and its partners, associates and employees from and against any losses, liabilities, claims or expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Requesting Party's material misrepresentations or omissions to Counsel, (b) unauthorized use or disclosure of the Opinion, or (c) reliance on the Opinion by any party not authorized under Section 6.

11. NOTICES

All notices, requests and other communications required or permitted by this Request shall be in writing and delivered to the addresses set forth below. Notice to Requesting Party: . Notice to Counsel: .

12. GOVERNING LAW

This Request and any Opinion shall be governed by and construed in accordance with the laws of the jurisdiction specified here: , without regard to choice-of-law principles that would result in the application of the laws of another jurisdiction.

13. ENTIRE AGREEMENT

This Request constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the subject matter hereof.

14. SEVERABILITY

If any provision of this Request is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Request shall be effective unless made in a writing signed by both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. This Request may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

16. ADDITIONAL PROVISIONS

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