Documents and Matters Examined. In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers and representatives of the Company as we have considered necessary to provide a basis for the opinions expressed herein, including the following:
Documents and Matters Examined. In the course of our representation as described above, we have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion, and we have examined originals, or copies certified or otherwise identified to our satisfaction, of the documents described in Exhibit B hereto. The documents listed in Exhibit B are herein collectively referred to as the “Documents.” Our opinions (i.e., those paragraphs in the “Opinions” portion of this letter numbered C-1 through C-11) are based upon a review of the Documents and, with your consent, we have reviewed no other documents, corporate records, certificates or other statements as a basis for the opinions expressed herein. We have participated in interviews of various officers of the Company and have received from them representations concerning various facts underlying this opinion. As to certain matters of fact bearing upon the opinions expressed herein, we have, with your consent and without further investigation, relied upon information in certificates and orders issued by government officials, offices and agencies, copies of which have been provided to you, such as certificates or orders as to due incorporation, corporate good standing or regulatory requirements for the issuance of the Notes (collectively, the “Public Authority Documents”) (and all opinions based on Public Authority Documents are as of the date of such Public Authority Documents and not as of the date of this opinion letter), information in the Officer’s Certificate described in Exhibit B, a copy of which has been made available to you, and the representations and warranties of the Company and you in the Underwriting Agreement. We have not independently verified the facts so relied on. With your permission, we have also relied, without investigation or verification, as to all matters governed by the laws of the State of Nevada upon an opinion letter, dated the date of this opinion, to you from Xxxxxxxxx & Xxxxxxx, PLLC, Nevada counsel to the Company.
Documents and Matters Examined. In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials, and certificates of officers and representatives of the Loan Parties and others, as we have considered necessary to provide a basis for the opinions expressed herein, including the following:
Documents and Matters Examined. In connection with the opinions expressed herein, we have made such examination of matters of law and of fact as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied on certificates and other statements of officers and other representatives of the Company and on those certificates of public officials we considered appropriate. We have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents and records of the Company (the "Documents"):
Documents and Matters Examined. In connection with this opinion, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers and representatives of the Company as we considered necessary to provide a basis for the opinions expressed herein, including the following:
Documents and Matters Examined. In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and statements of government officials, officers and other representatives of the persons referred to therein, and such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed, including the following: The Indenture dated as of March ·, 2014 (the “Indenture”), among the Issuer, Parent, the other Guarantors named therein, and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). The First Supplemental Indenture dated as of March ·, 2014 (the “First Supplement”), among the Issuer, Parent, the other Guarantors named therein, and the Trustee. The Notation of Guarantee dated as of March ·, 2014 (the “Guarantee”), among the Parent, the other Guarantors named therein, and the Trustee. The Underwriting Agreement. The Indenture, the First Supplement, the Guarantee and the Underwriting Agreement are referred to herein as the “Note Documents.”
Documents and Matters Examined. In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents as we have deemed relevant or necessary as the basis for the opinions herein expressed, including the following:
Documents and Matters Examined. In connection with this opinion letter, we have originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and statements of government officials, officers and other representatives of the persons referred to therein, and such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed, including the following:
