Documents Reviewed. Contractor has visited the site, entered and evaluated the structures on the site, reviewed all as-built information, environmental reports, Asbestos Hazard Emergency Response Act of 1986 reports applicable to the Project, lead reports, reports on any other hazardous substances, reviewed environmental impact reports, reviewed applicable mitigation measures for the Project, reviewed and observed the current site conditions, reviewed available records from City and/or County Records on the Project. All documents provided or reviewed by the Contractor shall be referred to collectively as the Due Diligence Documents.
Documents Reviewed. In connection with this opinion letter, we have examined the Credit Agreement and have also examined, and relied upon, the following:
Documents Reviewed. We have reviewed originals, copies, drafts or conformed copies of the following documents:
Documents Reviewed. In connection with this opinion letter, we have examined the following documents, each of which is dated as of the date of the Credit Agreement unless otherwise indicated:
Documents Reviewed. In connection with rendering the opinions set forth herein, we examined the Company's Certificate of Incorporation and its By-Laws, each as amended to date, and the proceedings of the Company's Board of Directors and shareholders taken in connection with issuing the Securities, and the following additional documents:
Documents Reviewed. In arriving at the opinions expressed below, we have reviewed the following documents:
(a) A copy of the Underwriting Agreement.
(b) A copy of the global notes dated [•], 2009 evidencing the Notes and a copy of the Guarantee.
(c) A copy of the public deed of issue of the Notes (escritura de emisión) executed on June [•], 2009, before the Notary Public of Madrid Mr. [•] (the “Public Deed of Issuance”).
(d) A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Mercantile Registry (Boletín Oficial del Registro Mercantil) on [•], 2009.
(e) A copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 8, 2009, with file number 333-159062 (the “F-3”).
(f) A copy of the preliminary prospectus supplement dated June 22, 2009, filed with the United States Securities and Exchange Commission on June 22, 2009.
(g) A copy of the final prospectus supplement relating to the offering of the Notes dated July 22, 2009, filed with the United States Securities and Exchange Commission on July 23, 2009 (the “Prospectus Supplement”).
(h) A copy of the indenture dated as of May 8, 2009, among the Company, the Guarantor and The Bank of New York Mellon (the “Indenture”).
(i) A copy of the supplemental indentures, one with respect to the 4.949% Fixed Rate Notes and one with respect to the 5.877% Fixed Rate Notes, each dated as of [•], 2009, among the Company, the Guarantor and The Bank of New York Mellon (collectively, the “Supplemental Indentures”).
(j) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, Acupay System LLC (“Acupay”) and [The Bank of New York (as successor to JPMorgan Chase Bank, N.A.)], as amended by the letter of appointment dated [•], 2009, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”).
(k) The information publicly available on the website of the Spanish Central Mercantile Registry (xxx.xxx.xx) with respect to the Guarantor on June 10, 2009;
(l) A copy of the by-laws (estatutos) of the Guarantor, as publicly available at the Web page of the Guarantor (xxx.xxxxxxxxxx.xxx) on June 10, 2009.
(m) A certification related to the Company issued by the Mercantile Registry of Madrid on March 31, 2009.
(n) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one for each of the 4.949% Fixe...
Documents Reviewed. In connection with this opinion letter, we have examined the following documents:
Documents Reviewed. In connection with rendering this opinion, we have examined and are relying upon (without any independent investigation or review of any factual statements therein) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all exhibits and schedules attached thereto):
1. the Agreement; and
Documents Reviewed. We have, for purposes of the opinion, reviewed the following documents:
Documents Reviewed. In connection with this opinion letter and as the basis for the opinions set forth below, we have made such investigations of Utah law as we have deemed relevant and necessary, and we have examined such documents and records as we have deemed relevant and necessary, including the following:
a) the Revolving Credit Agreement;
b) a certificate from the assistant corporate secretary of Questar Gas certifying as to (A) true and correct copies of the Amended and Restated Articles of Incorporation and the Bylaws of Questar Gas (the “Organizational Documents”), (B)(1) the resolutions of the board of directors of Dominion Resources, Inc. (“Dominion”) authorizing the execution, delivery and performance of documents by Questar Gas in connection with its short-term financing program (the “Base Resolutions”) and (2) the unanimous written consent of the board of directors of Questar Gas, affirming and ratifying the Base Resolutions, and (C) the incumbency and specimen signature(s) of the individual(s) authorized to execute and deliver the Revolving Credit Agreement on behalf of Questar Gas; and
c) a Certificate of Existence issued by the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Division”) on November 10, 2016 (the “Certificate of Existence”); The Revolving Credit Agreement is referred to herein as the “Subject Document”. The Subject Document, the Organizational Documents and the Certificate of Existence are referred to collectively as the “Reviewed Documents”. We advise you that, in our capacity as special opinion counsel, we have not been involved in the negotiation of the Subject Document or in the transactions contemplated thereby. As to any questions of fact material to our opinions, we have relied with your permission and without independent investigation or verification upon the statements as to factual matters set forth in the Subject Document (including, but not limited to, the representations and warranties set forth therein).
