Common use of Certifications and Opinion Clause in Contracts

Certifications and Opinion. EVI shall have furnished the Company with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P., counsel for EVI to the effect that: (A) EVI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVI's Restated Certificate of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate of Incorporation or By-laws.

Certifications and Opinion. EVI The Company shall have furnished the Company EVI with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI the Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock Company Shares approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P.Ms. Suzaxxx Xxxxxx, xxneral counsel for EVI the Company, dated the Closing Date to the effect that: (A) EVI The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIthe Company's Corrected Restated Certificate of Incorporation or Amended and Restated By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVIthe Company's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares Board of EVI Common Stock to be issued pursuant to Directors of the Merger have been duly authorized and, when issued Company has taken all action required by the DGCL and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's its Corrected Restated Certificate of Incorporation or By-laws.of

Certifications and Opinion. EVI Javelin shall have furnished the Company NYFIX with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI Javelin approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Javelin Common Stock and Javelin Preferred Stock approving the Merger and the transactions contemplated hereby;; and (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright Paul, Hastings, Xxxxxxxx & Jawoxxxx X.X.P.Xxxxxx, LLP, counsel for EVI to Javelin, dated the Closing Date substantially to the effect that: (A1) EVI Each of Javelin and its Subsidiaries is a corporation duly incorporated, an entity validly existing and in good standing under the laws of the State its jurisdiction of Delaware organization and has corporate the power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI conducted; 2) Javelin has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection herewith did not, and the consummation of the Merger will not, violate any provision of EVIJavelin's Restated Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective;; and (B3) The Board of Directors of EVI Javelin has taken all action required under by the DGCL, DGCL and its Restated Certificate of Incorporation or its By-Laws Bylaws to approve the Merger and to authorize the execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection herewith and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI Javelin Stockholders have taken all action required by the DGCL and EVIJavelin's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement and each of the agreements required to be executed in connection herewith is a valid and binding agreement of EVI Javelin enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's creditors' rights generally or governing the availability of equitable relief; and (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate of Incorporation or By-laws.

Certifications and Opinion. EVI The Company shall have furnished the Company Parent with: : (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI the Company approving this Agreement and consummation of the Merger and the transactions A-24 30 contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant hereto; the stockholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock Shares approving the Merger and the transactions contemplated hereby; ; (iii) a favorable opinion, opinion dated the Closing Date, in customary form and substance, of Fulbright Rubix Xxxx Xxxxx Xxxstant & Jawoxxxx X.X.P.Friexxxx, counsel xxunsel for EVI the Company, dated the Closing Date to the effect that: : (A) EVI The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Proxy Statement; EVI (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIthe Company's Restated Certificate Articles of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate Articles of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVIthe Company's U.S. significant subsidiaries is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conductedconducted and all of the outstanding capital stock of each subsidiary is owned of record and, to the best of such counsel's knowledge, beneficially by the Company and/or another subsidiary, free and clear of all liens, security interests and other encumbrances; and and (D) The shares Board of EVI Common Stock to be issued pursuant to Directors of the Merger have been duly authorized and, when issued Company has taken all action required by the DGCL and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate its Articles of Incorporation or its By-lawsLaws to approve the Merger and to authorize the execution and delivery of this Agreement and the transactions contemplated thereby; the Board of Directors and the stockholders of the Company have taken all action required by the DGCL and its Articles of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding Agreement of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer or similar laws affecting the enforcement of creditors' rights generally and pursuant to general equitable principles.

Certifications and Opinion. EVI Parent shall have furnished the Company with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI Parent approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock Parent Shares pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock Parent Shares present or represented by proxy and entitled to vote at the Parent Stockholder Meeting, approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P.Jaworski L.L.P., counsel for EVI xxx Xxxent to the effect that: (A) EVI is a corporation Parent and the Sub are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has have corporate power to own its their properties and assets and to carry on its their business as presently conducted and as described in the Registration Proxy Statement; EVI . Sub has the requisite corporate power to effect merge with the Merger Company as contemplated by this Agreement and Parent has the requisite corporate power to carry out its obligations under this Agreement; the . The execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIParent's Restated or Sub's Certificate of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has Parent and Sub have taken all action required under the DGCL, its Restated Certificate their Certificates of Incorporation or its their By-Laws to authorize the such execution and delivery of this Agreement and the transactions contemplated hereby; by this Agreement, including the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger Merger, in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI Parent and Sub enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Common Stock Parent Shares to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI Parent will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVIParent's Certificate of Incorporation or By-laws.

Certifications and Opinion. EVI Camco shall have furnished the Company STC with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI Camco approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of Camco; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Camco Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P.Xxxxxx X. Xxxxxxx, counsel for EVI Esquire, General Counsel of Camco, dated the Closing Date to the effect that: (A) EVI Camco is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) Camco has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement did not, and the consummation of the Merger will not, violate any provision of EVICamco's Restated Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVICamco's U.S. significant subsidiaries Significant Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares Board of EVI Common Stock Directors of Camco has taken all action required by the DGCL and its Certificate of Incorporation or its Bylaws to be issued pursuant to approve the Merger have been duly authorized and, when issued and delivered as to authorize the execution and delivery of this Merger Agreement and the transactions contemplated hereby, will ; the Board of Directors and the stockholders of Camco have been legally taken all action required by the DGCL and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVICamco's Certificate of Incorporation or and By-lawsLaws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement is a valid and binding agreement of Camco enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief.

Certifications and Opinion. EVI TMW shall have furnished the Company with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI TMW approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI TMW Common Stock pursuant hereto;; -42- 50 (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI TMW Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P., counsel for EVI TMW to the effect that: (A) EVI TMW is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Texas and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI TMW has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVITMW's Restated Certificate Articles of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI TMW has taken all action required under the DGCLTBCA, its Restated Certificate Articles of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI TMW have taken all action required by the DGCL TBCA and EVITMW's Restated Certificate Articles of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI TMW enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVITMW's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI TMW Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI TMW will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVITMW's Certificate Articles of Incorporation or By-lawslaws and such shares of TMW Common Stock have been registered under the Securities Act of 1933.

Certifications and Opinion. EVI The Company shall have furnished the Company TMW with:: -------------------------- (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI the Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock Company Shares approving the Merger and the transactions contemplated hereby; (iii) a favorable an opinion, dated the Closing Date, in customary form and substancesubstance and limitations, of Fulbright Hunton & Jawoxxxx X.X.P.Xxxxxxxx, counsel for EVI the Company, dated the Closing Date to the effect that: (A) EVI The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Georgia and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIthe Company's Amended and Restated Certificate Articles of Incorporation or By-LawsAmended and Restated Bylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVIthe Company's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares Board of EVI Common Stock to be issued pursuant to Directors of the Merger have been duly authorized and, when issued Company has taken all action required by its Amended and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate Restated Articles of Incorporation or By-lawsits Amended and Restated Bylaws to approve the Merger and to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of the Company have taken all action required by the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief.

Certifications and Opinion. EVI NDS shall have furnished the Company UEC with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI NDS approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of NDS; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI NDS Common Stock approving the Merger and the transactions contemplated hereby;; and (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright Soloxxx Xxxxx & Jawoxxxx X.X.P.Eisexxx, X.C., counsel for EVI to NDS, dated the Closing Date to the effect that: (A) EVI NDS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) NDS has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement did not, and the consummation of the Merger will not, violate any provision of EVINDS's Restated Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVINDS's U.S. significant subsidiaries Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares Board of EVI Common Stock Directors of NDS has taken all action required by the DGCL and its Certificate of Incorporation or its Bylaws to be issued pursuant to approve the Merger have been duly authorized and, when issued and delivered as to authorize the execution and delivery of this Merger Agreement and the transactions contemplated hereby, will ; the Board of Directors and the stockholders of NDS have been legally taken all action required by the DGCL and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVINDS's Certificate of Incorporation or and By-laws.Laws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement is a valid and binding agreement of NDS enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief; and

Certifications and Opinion. EVI The Company shall have furnished the Company TMW with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI the Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock Company Shares approving the Merger and the transactions contemplated hereby; (iii) a favorable an opinion, dated the Closing Date, in customary form and substancesubstance and limitations, of Fulbright Hunton & Jawoxxxx X.X.P.Willxxxx, counsel xxunsel for EVI the Company, dated the Closing Date to the effect that: (A) EVI The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Georgia and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIthe Company's Amended and Restated Certificate Articles of Incorporation or By-LawsAmended and Restated Bylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVIthe Company's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares Board of EVI Common Stock to be issued pursuant to Directors of the Merger have been duly authorized and, when issued Company has taken all action required by its Amended and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate Restated Articles of Incorporation or By-lawsits Amended and Restated Bylaws to approve the Merger and to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of the Company have taken all action required by the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief.

Certifications and Opinion. EVI CSI shall have furnished the Company MAI with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI CSI and Merger Sub approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto;; and (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinionopinion , dated the Closing Date, in customary form and substance, of Fulbright Ellenoff Xxxxxxxx & Jawoxxxx X.X.P.Schole LLP, counsel for EVI to CSI and Merger Sub, substantially to the effect that: (A1) EVI Each of CSI and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted conducted; 2) Each of CSI and as described in the Registration Statement; EVI Merger Sub has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection herewith did not, and the consummation of the Merger will not, violate any provision of EVICSI's Restated or Merger Sub's Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate Certificates of Merger, the Merger shall become effective; (B3) The respective Board of Directors of EVI has CSI and Merger Sub have taken all action required under the DGCLits jurisdiction of incorporation, its Restated Certificate of Incorporation or its By-Laws Bylaws to authorize the execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection herewith and the transactions contemplated hereby; the Board of Directors , and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement and each of the agreements required to be executed in connection herewith is a valid and binding agreement of EVI CSI and Merger Sub enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's creditors' rights generally or governing the availability of equitable relief; and (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate of Incorporation or By-laws.;

Certifications and Opinion. EVI Camco shall have furnished the Company STC with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI Camco approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of Camco; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Camco Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P.Ronaxx X. Xxxxxxx, counsel for EVI Esquire, General Counsel of Camco, dated the Closing Date to the effect that: (A) EVI Camco is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) Camco has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement did not, and the consummation of the Merger will not, violate any provision of EVICamco's Restated Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVICamco's U.S. significant subsidiaries Significant Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares Board of EVI Common Stock Directors of Camco has taken all action required by the DGCL and its Certificate of Incorporation or its Bylaws to be issued pursuant to approve the Merger have been duly authorized and, when issued and delivered as to authorize the execution and delivery of this Merger Agreement and the transactions contemplated hereby, will ; the Board of Directors and the stockholders of Camco have been legally taken all action required by the DGCL and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVICamco's Certificate of Incorporation or and By-lawsLaws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement is a valid and binding agreement of Camco enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief.

Certifications and Opinion. EVI The Company shall have furnished the Company Parent with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI the Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock Shares approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, opinion dated the Closing Date, in customary form and substance, of Fulbright Vinson & Jawoxxxx X.X.P.Elkins L.L.P., counsel for EVI cxxxxxx fox xxx Company, dated the Closing Date to the effect that: (A) EVI The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIthe Company's Restated Certificate of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVI's the U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares Board of EVI Common Stock to be issued pursuant to Directors of the Merger have been duly authorized and, when issued Company has taken all action required by the DGCL and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's its Certificate of Incorporation or its By-lawsLaws to approve the Merger and to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of the Company have taken all action required by the DGCL and its Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding Agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief.

Certifications and Opinion. EVI GE Capital shall have furnished the Company withWeatxxxxxxx xxxh: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or of Global approving the Transaction Documents to which it is a duly authorized committee thereof of EVI approving this Agreement party and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto; (ii) a certified copy favorable opinion, dated the Closing Date, in customary form and substance of Victxx Xxxxxxxxxxx, Xxq., Vice President and Associate General Counsel for GE Capital, to the effect that: (A) GE Capital is a resolution or resolutions corporation duly adopted by organized, existing and in good standing under the holders of a majority laws of the outstanding shares State of EVI Common Stock approving New York and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. (B) GE Capital has all requisite corporate power and authority to execute and deliver each of the Merger Transaction Documents to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by GE Capital of the transactions contemplated hereby;Transaction Documents to which it is a party have been duly and validly authorized by all necessary corporate action on the part of GE Capital. Each of the Transaction Documents to which GE Capital is a party has been duly and validly executed and delivered by GE Capital; and (C) The execution and delivery by GE Capital of the Transaction Documents to which it is a party and performance by GE Capital of its obligations thereunder will not violate or conflict with any provision of the Articles of Incorporation or Bylaws of GE Capital. (iii) a favorable opinion, dated the Closing Date, in customary form and substancesubstance of Robexx Xxxxxxxx, of Fulbright & Jawoxxxx X.X.P.Xxq., counsel Counsel for EVI Global, to the effect that: (A) EVI Global is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVI's Restated Certificate of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effectivenow being conducted; (B) Global has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. The Board execution, delivery and performance by Global of Directors the Transaction Documents to which it is a party and the consummation by Global of EVI the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Global. Each of the Transaction Documents to which Global is a party has taken all action required been duly and validly executed and delivered by Global; and (C) The execution and delivery by Global of the Transaction Documents to which it is a party, the consummation of the transactions contemplated hereby and compliance by Global with the provisions thereof will not conflict with, constitute a default under or violate any of the DGCLterms, its Restated conditions or provisions of Global's Certificate of Incorporation or its By-Laws ByLaws; and (iv) an opinion of Weil, Gotshal & Mangxx XXX, counsel for GE Capital and Global, dated the Closing Date, to authorize the execution effect that the Transaction Documents to which GE Capital or Global is a party are valid and delivery binding agreements of this Agreement GE Capital and the transactions contemplated hereby; the Board of Directors Global enforceable against GE Capital and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger Global in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its their terms, except as that (i) such enforceability enforcement may be limited by subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's creditors' rights generally and remedies generally, (ii) such enforcement may be subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or governing in equity), (iii) the availability remedy of specific performance and injunctive relief may be subject to equitable relief; and defenses and to the discretion of the court before which any proceeding therefor may be brought, (Civ) Each the enforceability of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing any indemnification and in good standing under contribution provision contained therein may be limited by applicable federal or state laws or public policy relating thereto and (v) such enforcement may be affected by the failure of the GE Entities to comply with the bulk sales laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate of Incorporation or By-lawsjurisdiction.

Certifications and Opinion. EVI The Company shall have furnished the Company CFW with:: -------------------------- (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI the Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe shareholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority two-thirds of the outstanding shares of EVI Common Stock Company Shares approving the Merger and the transactions contemplated hereby; (iii) a favorable an opinion, dated the Closing Date, in customary form and substancesubstance and limitations, of Fulbright Xxxxx, Xxxxxx & Jawoxxxx X.X.P.Xxxxxxxxxx PLC, counsel for EVI the Company, dated the Closing Date, to the effect that: (A) EVI The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State Commonwealth of Delaware Virginia and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI ; (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIthe Company's Restated Certificate Articles of Incorporation or By-LawsBylaws; and upon 34 the filing by the Surviving Corporation of the Certificate Articles of Merger, the Merger shall become effective;; and (BC) The Board of Directors of EVI the Company has taken all action required under the DGCL, by its Restated Certificate Articles of Incorporation or its By-Laws Bylaws to approve the Merger and to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders shareholders of EVI the Company have taken all action required by the DGCL and EVICompany's Restated Certificate Articles of Incorporation and By-Laws Bylaws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate of Incorporation or By-laws.

Certifications and Opinion. EVI Parent shall have furnished the Company with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI Parent approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock Parent Shares pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Old Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright Xxxxx & Jawoxxxx X.X.P.Lardner, counsel for EVI Parent and Sub to the effect that: (A) EVI is a corporation Parent and Sub are corporations duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Nevada and has have corporate power to own its their properties and assets and to carry on its their business as presently conducted and as described in the Registration Joint Proxy Statement; EVI has /Prospectus. Parent and Sub have the requisite corporate power to effect the Merger as contemplated by carry out their obligations under this Agreement; the . The execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIParent's Restated or the Sub's Certificate of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution Parent and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI Sub have taken all action required by the DGCL and EVI's Restated Certificate NGCL, their Certificates of Incorporation and or their By-Laws to authorize such execution and delivery and the transactions contemplated by this Agreement, including the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI Parent and Sub enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent transfer or other similar laws or judicial decisions now or hereafter in effect relating to creditor's affecting the enforcement of creditors' rights generally or governing the availability of pursuant to general equitable reliefprinciples; and (C) Each of EVIthe Parent's U.S. significant subsidiaries is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conductedconducted and all of the outstanding capital stock of each subsidiary is owned of record and, to the best of such counsel's knowledge, beneficially by the Parent and/or another subsidiary, free and clear of all liens, security interests and other encumbrances; and (D) The shares of EVI New Common Stock to be issued pursuant to the Merger have been will be duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI Parent will have any preemptive right of subscription or purchase in respect thereof under Delaware Nevada law or EVIParent's Certificate of Incorporation or By-laws.

Certifications and Opinion. EVI NYFIX shall have furnished the Company Javelin with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI NYFIX and Merger Sub approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto;; and (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Jawoxxxx X.X.P.Xxxxxxx LLP, counsel for EVI to NYFIX and Merger Sub, substantially to the effect that: (A1) EVI Each of NYFIX and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted conducted; 2) Each of NYFIX and as described in the Registration Statement; EVI Merger Sub has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection herewith did not, and the consummation of the Merger will not, violate any provision of EVINYFIX's Restated or Merger Sub's Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B3) The respective Board of Directors of EVI has NYFIX and Merger Sub have taken all action required under the DGCLits jurisdiction of incorporation, its Restated Certificate of Incorporation or its By-Laws Bylaws to authorize the execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection herewith and the transactions contemplated hereby; the Board of Directors , and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement and each of the agreements required to be executed in connection herewith is a valid and binding agreement of EVI NYFIX and Merger Sub enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's creditors' rights generally or governing the availability of equitable relief; and; (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D4) The shares of EVI NYFIX Common Stock to be issued delivered to the holders of Javelin Common Stock and Javelin Preferred Stock pursuant to the Merger have been Article II are duly authorized and, and when issued and delivered as contemplated hereby, by this Merger Agreement will have been be legally and validly issued and will be fully paid and non-assessable nonassessable; and 5) The shares of NYFIX Common Stock to be delivered to the holders of Javelin Common Stock and no stockholder holders of EVI will have any preemptive right Javelin Preferred Stock pursuant to the terms of subscription or purchase in respect thereof this Merger Agreement are not required to be registered under Delaware law or EVI's Certificate the Securities Act of Incorporation or By-laws1933, as amended.

Certifications and Opinion. EVI The Company shall have furnished the Company Parent with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI the Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including hereby and directing the issuance, listing and delivery submission of the shares Merger to a vote of EVI Common Stock pursuant heretothe stockholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock Banyan Shares approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, opinion dated the Closing Date, in customary form and substance, of Fulbright Xxxxxxx, Xxxxx & Jawoxxxx X.X.P.Xxxxx, P.C., counsel for EVI the Company, dated the Closing Date to the effect that: (A) EVI The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Joint Proxy Statement; EVI /Prospectus; (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVIthe Company's Restated Certificate Articles of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate Articles of Merger, the Merger shall become effective; (B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVIthe Company's U.S. significant subsidiaries is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conductedconducted and all of the outstanding capital stock of each subsidiary is owned of record and, to the best of such counsel's knowledge, beneficially by the Company and/or another subsidiary, free and clear of all liens, security interests and other encumbrances; and (D) The shares Board of EVI Common Stock to be issued pursuant to Directors of the Merger have been duly authorized and, when issued Company has taken all action required by the DGCL and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate its Articles of Incorporation or its By-lawsLaws to approve the Merger and to authorize the execution and delivery of this Agreement and the transactions contemplated thereby; the Board of Directors and the stockholders of the Company have taken all action required by the DGCL and its Articles of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding Agreement of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer or similar laws affecting the enforcement of creditors' rights generally and pursuant to general equitable principles.

Certifications and Opinion. EVI UEC shall have furnished the Company NDS with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI UEC and Sub approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P.LLP, counsel for EVI Counsel to UEC, to the effect that: (A) EVI Each of UEC and Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in its Annual Report on Form 10-K for the Registration Statementyear ended December 31, 1998; EVI UEC and Sub each has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement did not, and the consummation of the Merger will not, violate any provision of EVIUEC's Restated or Sub's Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The respective Board of Directors of EVI has UEC and Sub have taken all action required under the DGCLits jurisdiction of incorporation, its Restated Certificate of Incorporation or its By-Laws Bylaws to authorize the execution and delivery of this Merger Agreement and the transactions contemplated hereby; the Board of Directors , and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement is a valid and binding agreement of EVI UEC and Sub enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's creditors' rights generally or governing the availability of equitable relief; and (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI UEC Common Stock to be issued delivered to the holders of NDS Common Stock pursuant to the Merger have been Article II are duly authorized and, and when issued and delivered as contemplated hereby, by this Merger Agreement will have been be legally and validly issued and will be fully paid and non-assessable nonassessable and no stockholder stockholders of EVI will UEC shall have any preemptive right rights with respect thereto either pursuant to the organizational documents of subscription UEC or purchase in respect thereof under Delaware applicable law or EVIof the jurisdiction of UEC's Certificate of Incorporation or By-lawsorganization.

Certifications and Opinion. EVI ISI and LLC shall have furnished the Company CSI and Merger Sub with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI approving this Agreement ISI and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the Board of Managers of LLC and approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby; (ii) a certified copy of an unanimous resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI ISI Common Stock approving the Merger and the transactions contemplated hereby, and a certified copy of an unanimous resolution or resolutions duly adopted by the holders of the outstanding LLC Membership Interests approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright Foley & Jawoxxxx X.X.P.Lardner LLP, counsel for EVI to ISI and LLC, dated the Closing Date subxxxxxialxx xx xhe effect that: (A1) EVI Each of ISI, LLC and its Subsidiaries is a corporation duly incorporated, an entity validly existing and in good standing under the laws of the State its jurisdiction of Delaware organization and has the corporate power or limited liability company power, as the case may be, to own its properties and assets and to carry on its business as presently conducted conducted; 2) ISI and as described in the Registration Statement; EVI has LLC have the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection herewith did not, and the consummation of the Merger will not, violate any provision of EVIISI's Restated Certificate of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Bylaws or LLC's Certificate of Merger, the Merger shall become effectiveFormation or limited liability company operating agreement; (B3) The Board of Directors of EVI ISI has taken all action required under by the DGCL, DGCL and its Restated Certificate of Incorporation or its By-Laws Bylaws, and the Board of Managers of LLC has taken all action required by the DLLCA and its Certificate of Formation or its limited liability company operating agreement, to approve the Merger and to authorize the execution and delivery of this Merger Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI Majority Stockholders have taken all action required by the DGCL and EVIISI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Merger Agreement; the ISI Membership Holders have taken all action required by the DLLCA and LLC's Certificate of Formation and its limited liability company operating agreement to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing ISI and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVI's Certificate of Incorporation or By-lawsLLC.

Certifications and Opinion. EVI STC shall have furnished the Company Camco with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI STC and Sub approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P.Davix X. Xxxxxxxx, counsel for EVI Esquire, General Counsel of Schlumberger, to the effect that: (A) EVI Each of STC and Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI STC and Sub each has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Merger Agreement did not, and the consummation of the Merger will not, violate any provision of EVISTC's Restated or Sub's Certificate of Incorporation or By-LawsBylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The respective Board of Directors of EVI has STC and Sub have taken all action required under the DGCLits jurisdiction of incorporation, its Restated Certificate of Incorporation or its By-Laws Bylaws to authorize the execution and delivery of this Merger Agreement and the transactions contemplated hereby; the Board of Directors , and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Merger Agreement; and this Merger Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; andSTC and Sub (C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI Schlumberger Common Stock to be issued delivered to the holders of Camco Common Stock pursuant to the Merger have been Article II are duly authorized and, and when issued and delivered as contemplated hereby, by this Merger Agreement will have been be legally and validly issued and will be fully paid and non-assessable nonassessable and no stockholder stockholders of EVI will Schlumberger shall have any preemptive right rights with respect thereto either pursuant to the organizational documents of subscription Schlumberger or purchase in respect thereof under Delaware applicable law or EVIof the jurisdiction of Schlumberger's Certificate of Incorporation or By-lawsorganization.

Certifications and Opinion. EVI TMW shall have furnished the Company with:: -------------------------- (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI TMW approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI TMW Common Stock pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI TMW Common Stock approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P.Xxxxxxxx L.L.P., counsel for EVI TMW to the effect that: (A) EVI TMW is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Texas and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI TMW has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVITMW's Restated Certificate Articles of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) The Board of Directors of EVI TMW has taken all action required under the DGCLTBCA, its Restated Certificate Articles of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI TMW have taken all action required by the DGCL TBCA and EVITMW's Restated Certificate Articles of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI TMW enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and (C) Each of EVITMW's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted; and (D) The shares of EVI TMW Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered as contemplated hereby, will have been legally and validly issued and will be fully paid and non-assessable and no stockholder of EVI TMW will have any preemptive right of subscription or purchase in respect thereof under Delaware law or EVITMW's Certificate Articles of Incorporation or By-lawsBy- laws and such shares of TMW Common Stock have been registered under the Securities Act of 1933.