Common use of Documents Reviewed Clause in Contracts

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).

Documents Reviewed. In connection arriving at the opinions expressed below, we have examined the following documents: (i) the Transfer and Assignment Agreement, dated as of July 26, 2001 (the "Transfer and Assignment Agreement"), between COAF, as transferor, and the Seller, as purchaser; (ii) the Contribution Agreement, dated as of July 26, 2001, between the Seller, as contributor, and the Owner Trustee, as purchaser (the "Contribution Agreement"); (iii) the Indenture; (iv) financing statements on form UCC-1, naming COAF as debtor and the Seller as secured party, in proper form for filing with this opinion letter the offices of the Secretary of State of the State of Texas (the "Seller Financing Statements") attached hereto as Exhibit A; and (v) the results of a search of the Uniform Commercial Code records maintained by the Secretary of State of the State of Texas (the "COAF Search Office") conducted by CT Corporation System (with respect to the January 2001 search) and by Lexis Document Services (with respect to the June 2001 search), which purport to identify all financing statements that name COAF as debtor that were 141 on file in such offices as of January 4, 2001 and June 3, 2001, respectively (collectively, the "COAF UCC Reports") attached hereto as Exhibit B. The documents set forth in the clauses (i) through (iii) above are referred to herein collectively as the basis for "Transaction Documents" and the transactions contemplated thereby are referred to herein collectively as the "Transactions." In rendering the opinions set forth belowherein, we have also examined originals or copies of such corporate documents and records, and other certificates, opinions and instruments, and have made such investigations of Utah law further investigations, as we have deemed relevant and necessarynecessary as a basis for the opinions expressed below. As to questions of fact (but not legal conclusions) material to the opinions expressed herein, we have, without independent investigation, relied with your permission upon and we have examined such documents assumed the present and records as we have deemed relevant continuing truth and necessaryaccuracy of (a) all of the foregoing documents, records, certificates, opinions and instruments, (b) the truth and accuracy of the statements, representations and warranties of the parties, including without limitation those made by Capital One Entities in 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 Transaction 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 (Cc) the incumbency truth and specimen signature(s) accuracy of certificates of the individual(s) authorized to execute officers and deliver the Revolving Credit Agreement on behalf other representatives 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 each of the Subject Document or in Capital One Entities and of public officials. In addition, as to the transactions contemplated matters covered thereby. As to any questions of fact material to our opinions, we have relied with your permission on our legal opinions, the legal opinion of Johx X. Xxxxxxxx, Xx., Xeneral Counsel of COAF, the opinion of Ricxxxxx, Xxxxxx xxd Finger on behalf of the Seller and without independent investigation or verification the opinion of Ricxxxxx, Xxxxxx xxd Finger on behalf of the Owner Trustee, each dated as of the date hereof. Based upon the statements as foregoing and subject to factual matters set forth in the Subject Document (includinglimitations, but not limited toqualifications and exceptions stated herein, we are of the representations and warranties set forth therein).opinion that:

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) an executed copy of the Revolving Credit Note Purchase Agreement;; EXHIBIT 4.4(a) b) a certificate from the assistant corporate secretary of Questar Gas certifying as to (A) true and correct executed copies of certificates evidencing the Amended Notes registered in the names of the persons and Restated Articles in the denominations specified in Schedule A to the Note Purchase Agreement, dated as of Incorporation and the Bylaws of Questar Gas date hereof (the “Organizational DocumentsNotes Certificates”); c) an executed copy of a certificate of Xxxxxxxx Cardiff, (B)(1) the resolutions of the board of directors of Dominion ResourcesVice President, Inc. (“Dominion”) authorizing the execution, delivery Controller 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 Chief Accounting Officer of Questar Gas, affirming and ratifying the Base Resolutions, and (C) the incumbency and specimen signature(s) dated as of the individual(s) authorized to execute and deliver the Revolving Credit Agreement on behalf date hereof, a copy of Questar Gaswhich is attached as Exhibit A hereto; and cd) a Certificate letter from MUFG Securities Americas Inc. (MUFG), Mizuho Securities USA Inc. and X.X. Xxxxxx Securities LLC (collectively, the “Placement Agents”), dated as of Existence issued by the Utah Department date hereof, a copy of Commerce, Division of Corporations and Commercial Code which is attached as Exhibit B hereto (the “Division”) on November 10, 2016 (the “Certificate of ExistenceOfferee Letter”); . The Revolving Credit Note Purchase Agreement is and the Notes Certificates are 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. Transaction Agreements.” 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 Note Purchase Agreement (including, but not limited to, the representations and warranties set forth therein).