Fill and Sign the We Have Acted as Counsel for a Form

Instruction: This is a model letter. Adapt to fit your facts and circumstances. _____________________ Corporation RE:_____________________ Gentlemen: We have acted as counsel for _____________________, a _____________________ corporation, (the "Borrower") in connection with a loan by _____________________ Corporation ("Bank") to Borrower pursuant to a certain PROMISSORY NOTE and a certain S TOCK PLEDGE AGREEMENT, and corporate resolutions executed in connection therewith (together he reinafter referred to as the "Loan Documents"). In this connection, we have examined the articles of incorporation, by-laws, minute s of the Borrower, the originals or executed copies of the Loan Documents, and the Certifica te of Existence for The _____________________ Company of _____________________ dated , 20 , issued by the _____________________ Secretary of State. For purposes of rendering the opinions expressed herein, we have assumed, with your consent, that: (a) Lender is duly organized, validly existing and in good standing under the laws of _____________________ and is duly authorized to conduct business in the State of _____________________ ; Lender is duly qualified to engage in the transaction covered by this opinion and is engaged therein as a lender only, and not as a partner or co-venturer; the Loan Documents have been duly authorized, executed and accepted by Lender to the extent required, and constitute legal and valid obligations of Lender; Lender has the requisite powe r and authority to perform its obligations under the Loan Documents; except for the Loan Documents and all other documents being delivered in connection therewith, there are no documents or agreem ents between Lender and Borrower or Lender and others which would expand or otherwise modify the respecti ve rights and obligations of Lender and Borrower as set forth in the Loan Documents or whi ch would have an effect on the opinions rendered herein; and (b) The execution and delivery of the Loan Documents by all parties thereto wil l be free of, and we are not aware of the existence of, intentional or unintentional mistake, fraud, undue influence, duress, or criminal activity. The opinions set forth below are subject to the following qualifications: (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought in equity or a t law); (ii) certain of the remedial provisions with respect to the security may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Loan Documents, each taken as a whole, and the Loan Documents, each taken a s a whole, together with applicable law, contain adequate provisions for the practical rea lization of the benefits intended to be afforded thereby; and (iii) certain of the provisions with respect to jurisdiction, venue and waiver of t rial by jury may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Loan Documents, each taken as a whole, and the L oan Documents, each taken as a whole, together with applicable law, contain adequate provis ions for the practical realization of the benefits intended to be afforded thereby. The opinions set forth in this letter are further subject to and qualified in al l respects by the following: (a) We are members of the Bar of the State of _____________________ and do not hold ourselves out as being experts in, and do not express any opinion as to, the laws of any jurisdiction other than the State of _____________________. Except to the extent otherwise expressly stated herein, this opinion is limited to the laws of the State of _____________________. (b) The engagement of this law firm has been limited to certain specific legal questions under the laws of the State of _____________________ and, accordingly we exclude from the scope of this opinion the effect of any matters not reflected in or disclosed in the Loan Documents. Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: 1. The Borrower is a corporation duly organized, validly existing, and authorized to transact business under the laws of the State of _____________________, and has the power and authority to enter into and perform its obligations under the Loan Documents. 2._____________________ of _____________________ is a corporation duly organized, validly existing, and authorized to transact business under the laws of t he State of _____________________ . 3. The Loan Documents have been duly authorized, executed, and delivered and constitute the valid, legally binding obligations of the Borrower, enforceable against it in accordance with their terms. 4. Neither the execution and delivery by the Borrower of the Loan Documents, nor compliance by the Borrower with the provisions of the Loan Documents, conflicts wi th or will result in a breach of any provisions of the charter or by-laws of the Borrower or any appli cable law, judgment, order, writ, injunction, decree, rule, or regulation of any court, administrative age ncy, or other government authority or of any agreement, contract, or other instrument known to us to whi ch the Borrower or The _____________________ Company of _____________________ is a party or by which they are bound, or constitutes or will constitute a default under any thereof. 5. We have no knowledge of any pending or threatened action or proceeding against the Borrower or The _____________________ Company of _____________________ before any court, administrative agency, governmental authority, or arbitrator which is likely to have a material adverse effect upon the financial condition or operations of the Borrower or The _____________________ Company of _____________________ . 6. The provisions of the STOCK PLEDGE AGREEMENT are sufficient to crea te in your favor a valid and binding first security interest in all right, title and inte rest of the Borrower in the Collateral identified in the STOCK PLEDGE AGREEMENT. This opinion is being furnished only to you and is solely for your benefit and that of your successors and assigns and is not to be used, circulated, quoted, relied upon or otherw ise referred to for any purpose without our express prior written consent. Sincerely yours, By: