Legal Suitability Letter

LEGAL SUITABILITY LETTER

Counsel Name:   Firm:

Client Name:   Effective Date:

RECITALS

WHEREAS, Client Name: (the "Client") has requested that Counsel provide a written statement as to the legal suitability of the transaction described below (the "Transaction"); and

WHEREAS, Counsel Name: (the "Counsel") has reviewed certain documents and facts provided by the Client and has been asked to state whether, in Counsel's professional judgment and subject to the Assumptions and Limitations set forth herein, the Transaction is legally suitable for the Client's stated objectives; and

WHEREAS, the parties agree that this Legal Suitability Letter is issued solely for the benefit of the Client and as further set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF LETTER

1.1 Purpose. Counsel has been asked to evaluate the legal suitability of the proposed Transaction for the Client's stated objectives and risk tolerance. The Transaction is described by the Client as:

1.2 Limited Nature. This Letter provides only Counsel's professional judgment as to legal suitability, and does not constitute legal advice on unrelated matters, regulatory clearance, tax advice, financial advice, or an opinion as to the commercial merits of the Transaction.

2. OPINION AND CERTIFICATION

2.1 Opinion. Based upon the materials and representations provided to Counsel and subject to the Assumptions and Limitations set forth in Section 3, Counsel reasonably concludes that, as of the Effective Date stated above, the Transaction is legally suitable for the Client's stated objectives described in Section 1.1, provided that the Client's representations remain true and complete and no material change in applicable law occurs prior to execution of the Transaction.

2.2 No Guarantee. This Letter is not a guarantee of successful regulatory approval, enforceability under any specific facts not disclosed to Counsel, or protection from third-party claims arising out of actions by the Client or other parties.

3. ASSUMPTIONS AND LIMITATIONS

3.1 Reliance on Documents and Facts. Counsel's opinion is based on documents and factual information provided by the Client and third parties as of the Effective Date. Counsel may assume the authenticity of all documents, the accuracy of all factual representations (whether oral or written) and that no undisclosed facts exist which would materially alter Counsel's conclusions.

3.2 Limited Inquiry. Counsel has not conducted an exhaustive factual investigation, independent verification of all representations, or a comprehensive search of all public records beyond that which Counsel reasonably deems necessary to render the opinion herein.

3.3 Third-Party Beneficiaries. This Letter is prepared solely for the benefit of the Client and may not be relied upon by any other person or entity without prior written consent of Counsel. Any party other than the Client is not entitled to rely on the opinion herein.

4. REPRESENTATIONS AND WARRANTIES

4.1 Client Representations. As an inducement to Counsel to deliver this Letter, the Client represents and warrants to Counsel that: (a) all information and documents provided to Counsel are true, accurate and complete in all material respects as of the Effective Date; (b) the Client has full authority to request this Letter and to enter into the Transaction; and (c) there are no pending or, to the Client's knowledge, threatened claims or proceedings that would materially affect the legal suitability analysis.

5. CONFIDENTIALITY AND USE

5.1 Confidential Treatment. The contents of this Letter are confidential and may be used by the Client only for the purpose described in Section 1.1. The Client shall not disclose this Letter or its contents to any third party except (a) as required by applicable law or regulation, (b) to the Client's advisors on a need-to-know basis provided they agree to keep the Letter confidential, or (c) with Counsel's prior written consent.

6. RELIANCE

6.1 Authorized Reliance. The Client may rely on the statements contained in this Letter only if reliance is reasonable and consistent with the assumptions, limitations and scope stated herein. Any other person or entity seeking to rely upon this Letter must obtain Counsel's prior written consent.

7. NOTICES

7.1 Delivery. Notices and communications required or permitted hereunder shall be in writing and shall be delivered in accordance with the addresses provided above. A party may change its address by giving notice in accordance with this Section.

8. AMENDMENTS; WAIVER

8.1 Amendments. Any amendment or modification of this Letter shall be effective only if in writing and signed by both Counsel and the Client.

8.2 Waiver. No failure or delay by any party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise of that right or any other right.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

9.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

Governing Jurisdiction:

9.2 Severability. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted so as to effectuate the intentions of the parties as nearly as possible.

9.3 Entire Agreement. This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements, whether written or oral, relating thereto.

10. MISCELLANEOUS

10.1 Counterparts. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10.2 No Third-Party Rights. Except as expressly provided herein, nothing in this Letter is intended to confer any rights or remedies upon any person or entity that is not a party hereto.

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