Comments, Assumptions, Limitations, Qualifications and Exceptions. The opinions expressed above are based upon and subject to, the further comments, assumptions, limitations, qualifications and exceptions as set forth below:
1. We express no opinion with respect to perfection of a security interest in any portion of the Collateral: (a) that is subject to federal statutes or treaty of the United States that provide for Silver Point Finance, LLC, as Administrative Agent SPCP Group, LLC, as Lender 20__ Page5 national or international registration or filing of security interests (e.g., Intellectual Property and civil aircraft (including engines, propellers, appliances, and spare parts) under the Federal Aviation Act of 1958)), (b) that is subject to a certificate of title; (c) farm products, fixtures, timber to be cut or as-extracted collateral; (d) consumer goods or manufactured homes; (e) commercial tort claims; (f) Deposit Accounts, money, cash or cash equivalents; (g) non-negotiable Documents or Goods covered by non-negotiable Documents; (h) Letter-of Credit Rights; or (i) property excluded from coverage under Article 9 of the UCC.
2. We express no opinion with respect to the effect of any provision of the Transaction Documents which is intended to establish any standard other than a standard set forth in the UCC as the measure of the performance by any party thereto of such party's obligations of good faith, diligence, reasonableness or care or of the fulfillment of the duties imposed on any secured party with respect to the maintenance, disposition or redemption of collateral, accounting for surplus proceeds of collateral or accepting collateral in discharge of liabilities. We have also assumed that the Collateral Agent will enforce the respective Transaction Documents in compliance with the provisions of the UCC and any other provision of applicable law,
Comments, Assumptions, Limitations, Qualifications and Exceptions. The opinions expressed herein are based upon, and subject to, the further comments, assumptions, limitations, qualifications and exceptions set forth below.
1. This firm has assumed that (i) all information contained in all documents reviewed by this firm is true and correct, (ii) all signatures on all documents reviewed by this firm are genuine, (iii) all signatures on documents not signed in our presence are genuine, (iv) all documents submitted as copies are true and complete copies of the originals thereof, (v) all parties to the documents reviewed by this Firm (“Documents”), other than the Company and the Bank (the “Other Parties”) are duly organized, validly existing and in good standing under the laws of the jurisdiction of their incorporation or organization, (vi) the Other Parties have all power and authority to execute, deliver, and perform their obligations under each of the Documents as applicable to such party, (vii) each of the Documents has been duly and validly authorized, executed, and delivered by each of the Other Parties, (viii) each of the Documents is the valid and binding obligation of each of the Other Parties who is a party thereto, enforceable against such Other Party in accordance with its terms, (ix) the Other Parties have performed (and will perform) all of their respective obligations under, and are in full compliance with, the Documents as applicable to such party, (x) each natural person signing any document reviewed by this firm had the legal capacity to do so, and (xi) each person signing in a representative capacity of any of the Other Parties any document reviewed by this firm had authority to sign in such capacity.
2. Insofar as the opinions contained herein involve factual matters, this firm has relied solely upon certificates of officers of the Company referred to in Section A above.
3. Whenever a statement herein is qualified by “known to this firm,” “to our knowledge,” or similar phrases, this firm has relied exclusively, without independent investigation, on one or more certificates from one or more officers of the Company with respect to such matters set forth in such opinions. This firm has made no independent investigation, including, but not limited to, a review of the books and records of stock ownership and transfer of the Corporation or its subsidiaries, as to the accuracy or completeness of any of the information contained in such certificate(s). However, in the course of rendering the legal opinion service...
Comments, Assumptions, Limitations, Qualifications and Exceptions. The opinions expressed in Section C above are based upon and subject to, the further comments, assumptions, limitations, qualifications and exceptions set forth below:
1. As used in the opinions expressed herein, the phrase “to our knowledge” (and phrases of similar import) refers only to the actual current knowledge of the attorneys within our firm who have given substantive attention to the Company and Dyadic in connection with the transactions contemplated by the Agreement and does not (a) include constructive notice of matters or information, or (b) except for our conversations with certain representatives of the Company and Dyadic and our review of the Documents, imply that we have undertaken any independent investigation (i) with any persons outside of our firm or (ii) as to the accuracy or completeness of any factual representation, information or other matter made or furnished in connection with the transactions contemplated by the Transaction Documents. Furthermore, such reference means only that we do not know of any fact or circumstance contradicting the statement that follows, and does not imply that we know the statement to be correct or have any basis (other than the Documents and such conversations) for that statement.
2. We are licensed to practice law in the States of Delaware, Florida and New York. The Company is incorporated in Delaware, while Dyadic is incorporated in Florida. The Agreement is governed by the laws of the State of New York, while the R&D Agreement is governed by the laws of the State of Delaware. Accordingly, the opinions expressed herein are specifically limited to the laws of the States of Delaware, Florida and New York, and the federal law of the United States of America.
3. Our opinions above with respect to enforceability of the Company’s and Dyadic’s obligations under the Transaction Documents to which they are parties are limited and qualified to the extent that enforceability of the rights, obligations, agreements and remedies thereunder are subject to, or affected or limited by: (i) applicable liquidation, conservatorship, bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or similar debtor or creditor relief laws from time to time in effect under state and/or federal law; (ii) general principles of equity (whether considered in a proceeding in equity or at law); (iii) the exercise of the discretionary powers of any court or other authority before which may be brought any proceeding seekin...
Comments, Assumptions, Limitations, Qualifications and Exceptions. The opinions expressed are based upon and subject to the further comments, assumptions, limitations, qualifications and exceptions set forth below:
1. This opinion is rendered pursuant to and in accordance with Section 10.35 of 31 CFR Part 10 (Practice Before the Internal Revenue Service), Treasury Department Circular 230, because, in our opinion, it is a “covered opinion” within the meaning of said provisions.
2. This opinion should not be construed as a prediction of favorable outcome with respect to any tax issue not expressly addressed in this opinion.
3. The conclusions, predictions, statements and analyses presented in this Opinion are not binding upon the Internal Revenue Service or any other taxing authority. Furthermore, this opinion should not be construed as a guaranty that the IRS might not differ with the conclusions, predictions, statements and analyses presented in this opinion, or raise other questions or issues upon audit, or that such action taken by the CWE Bancorp, Inc. January 23, 2006 IRS would not be judicially sustained. This opinion is for use solely by CWE to fulfill, in part, its obligations and undertakings pursuant to the Agreement, and for no other purpose. This opinion may not be relied upon by any other person or entity under any circumstances whatsoever without the prior written consent of this firm. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references therein to us. Except for such limited consent, this opinion may not be quoted in whole or in part, or otherwise referred to in any other context, nor is it to be filed with any governmental agency, without the prior written consent of this firm.
4. The opinions expressed in this opinion are specifically limited to the currently applicable laws of the United States.
5. This opinion is limited to the matters stated in this opinion and no opinions may be implied or inferred beyond the matters expressly stated in this opinion.
6. The opinions expressed in this opinion are as of the date of this opinion, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may come to our attention or any changes in law that may occur, after the date of this opinion.
Comments, Assumptions, Limitations, Qualifications and Exceptions. The opinions expressed above are based upon and subject to, the further comments, assumptions, limitations, qualifications and exceptions as set forth below:
1. We express no opinion with respect to perfection of a security interest in any portion of the Collateral: (a) that is subject to federal statutes or treaty of the United States that provide for national or international registration or filing of security interests (e.g., Intellectual Property and civil aircraft (including engines, propellers, appliances, and spare parts) under the Federal Aviation Act of 1958)), (b) that is subject to a certificate of title; (c) farm products, fixtures, timber to be cut or as-extracted collateral; (d) consumer goods or manufactured homes; (e) commercial tort claims; (f) Deposit Accounts, money, cash or cash equivalents; (g) non-negotiable Documents or Goods covered by non-negotiable Documents; (h) Letter-of Credit Rights; or (i) property excluded from coverage under Article 9 of the UCC.
2. We express no opinion with respect to the effect of any provision of the Transaction Documents which is intended to establish any standard other than a standard set forth in the UCC as the measure of the performance by any party thereto of such party’s obligations of good faith, diligence, reasonableness or care or of the fulfillment of the duties imposed on any secured party with respect to the maintenance, disposition or redemption of collateral, accounting for surplus proceeds of collateral or accepting collateral in discharge of liabilities. We have also assumed that the First Lien Collateral Agent will enforce the respective Transaction Documents in compliance with the provisions of the UCC and any other provision of applicable law.
