Legal SEC Letter

LEGAL SEC LETTER

This Legal SEC Letter is delivered as of the date set forth in the signature block below by and between Issuer Name: , Entity Type: , State of Organization: , with principal executive offices at (Issuer), and Counsel Name: , a law firm organized under the laws of , with principal offices at (Counsel).

RECITALS

WHEREAS, Issuer proposes to file or has filed with the Securities and Exchange Commission a registration statement for the offering of securities described as (the Offering), and the registration statement covers securities offered in an aggregate maximum amount of ; and

WHEREAS, Counsel has been requested by Issuer to render the legal opinions set forth in this Letter in connection with the Offering and the filing with the Securities and Exchange Commission of the registration statement, prospectus and any amendments or supplements thereto; and

WHEREAS, Counsel has examined corporate records, resolutions and other documents, and has conducted such legal inquiries and examinations of matters of law as Counsel has deemed necessary for the opinions expressed herein.

NOW THEREFORE, in consideration of the mutual covenants and subject to the terms contained herein, Counsel states the following opinions and related provisions.

1. DOCUMENTS REVIEWED

For the purpose of rendering the opinions set forth in Section 4, Counsel reviewed originals, copies or electronic versions of the following documents and materials:

2. ASSUMPTIONS

Counsel's opinions are based upon the following assumptions, each of which Counsel considers to be true and upon which Counsel has relied without independent investigation unless expressly stated otherwise: (a) the genuineness of all signatures and the authenticity of all documents submitted to Counsel as originals; (b) the conformity to originals of all documents submitted as copies or electronic images; (c) the legal capacity of natural persons executing documents on behalf of entities; and (d) that all factual matters described in the documents and representations provided to Counsel are correct and complete in all material respects.

3. OPINIONS

Subject to the limitations, qualifications and assumptions set forth in this Letter, and based on the Documents Reviewed and facts reasonably known to Counsel as of the date of this Letter, Counsel is of the opinion that:

3.1 Organization and Good Standing. Issuer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power to own its properties and to carry on its business as now conducted.

3.2 Authorization of Securities. The securities to be issued by Issuer pursuant to the Registration Statement have been duly authorized by all necessary corporate action of Issuer and, when issued, sold and delivered in accordance with the terms of the Registration Statement and the purchase agreements relating thereto and upon receipt of the consideration described therein, will be validly issued, fully paid and nonassessable.

3.3 No Conflict. The issuance and sale of the securities as contemplated in the Registration Statement will not, in any material respect, violate the certificate of incorporation, bylaws or similar organizational documents of Issuer, or any material law or material contract to which Issuer is a party, except to the extent that such violation has been disclosed in the Registration Statement.

4. QUALIFICATIONS AND LIMITATIONS

The opinions expressed above are subject to the following qualifications and limitations: (a) Counsel expresses no opinion as to matters of tax law, accounting, or valuation; (b) Counsel expresses no opinion on any factual matter or on the accuracy of any statement of or disclosure of factual information contained in the Registration Statement; (c) Counsel's opinions are limited to the laws of the jurisdiction of Issuer's organization and the federal laws of the United States of America; (d) Counsel offers no opinion as to compliance with state securities or blue sky laws; and (e) Counsel's opinions are given as of the date of this Letter and Counsel assumes no obligation to update or supplement such opinions because of any later change in law or fact.

5. RELIANCE; INTENDED RECIPIENTS

This Letter is furnished to Issuer and may be furnished to the Securities and Exchange Commission and to the underwriters in connection with the Offering for the purposes for which it is provided. Counsel's opinions are rendered solely for the benefit of Issuer, the Securities and Exchange Commission and the underwriters and may be relied upon by them in connection with the Offering; no other person may rely upon or assume any right by virtue of this Letter without Counsel's prior written consent.

6. NO OPINION AS TO OTHER MATTERS

Except as expressly set forth in Section 3, Counsel expresses no opinion with respect to any other matter, including but not limited to the adequacy of disclosures in the Registration Statement, the sufficiency of any consent or authorization not required by applicable organizational law, or the validity or enforceability of documents except as expressly addressed herein.

7. NOTICES

Any notice, request, instruction or other communication to be given in connection with this Letter shall be in writing and delivered to the address of the respective party set forth in the opening paragraph or to such other address as either party may designate by notice to the other.

8. AMENDMENT; WAIVER; COUNTERPARTS

This Letter may be amended, modified or supplemented only by a writing signed by both parties. No failure or delay by any party in exercising any right under this Letter will operate as a waiver of that right. This Letter may be executed in counterparts, each of which will be deemed an original and all of which together shall constitute one instrument.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. This Letter constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. CERTIFICATION

Counsel certifies that the conclusions and statements in this Letter are based on Counsel's professional examination of the matters described and on applicable law as of the date of this Letter. Counsel affirms that the opinions expressed are limited to matters of law and do not constitute factual findings beyond those expressly stated herein.

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