EXHIBIT E - Opinion of Counsel Sample Clauses

EXHIBIT E - Opinion of Counsel for the Borrower. . . 1 EXHIBIT F - Opinion of Special Counsel for the Agents . . . . . . . . . . . . . . 1 EXHIBIT G - Assignment and Assumption Agreement. . . 1
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EXHIBIT E - Opinion of Counsel. FOR THE BORROWER ________________________ [Effective Date] To the Banks and the Agent Referred to Below c/x Xxxxxx Guaranty Trust Company of New York, as Agent 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs:
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EXHIBIT E - Opinion of Counsel. FOR THE BORROWER To the Banks and the Administrative Agent Referred to Below c/o Bank of America, N.A., as Administrative Agent Attention: Xxxxx Xxxxx 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Mail Code CA5-701-12-09 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Re: Credit Agreement Ladies and Gentlemen: I and my staff have acted as counsel for Toyota Motor Credit Corporation (the "Borrower") in connection with the Fourth Amended and Restated 364-Day Credit Agreement (the "Credit Agreement") dated as of September 17, 1999 among the Borrower, the banks listed on the signature pages thereof and Bank of America, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. This opinion is being rendered to you pursuant to Section 3.1(c) of the Credit Agreement. I am General Counsel of the Borrower and as such I, or members of my staff, have participated in the negotiation of the Credit Agreement. I, or members of my staff, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public official and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing and in reliance thereon, I am of the opinion, subject to the assumptions and limitations set forth herein, that:
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EXHIBIT E - Opinion of Counsel. [Letterhead of Counsel to Governmental Agency] April 4, 2023 Kentucky Infrastructure Authority 000 Xxxxxxx Xxxx, Xxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Re: Assistance Agreement by and between Kentucky Infrastructure Authority and the Knox County Utility Commission, regarding Project Number: F22-017. Ladies and Gentlemen: The undersigned is an attorney at law duly admitted to the practice of law in the Commonwealth of Kentucky and is legal counsel to the Knox County Utility Commission (“the “Governmental Agency”). I am familiar with the organization and existence of the Governmental Agency and the laws of the Commonwealth applicable thereto. Additionally, I am familiar with the drinking water supply project (the “Project”) with respect to which the Assistance Agreement dated the date hereof by and between the Kentucky Infrastructure Authority (“Authority”) and the Governmental Agency (the “Assistance Agreement”) is being authorized, executed and delivered. I have reviewed the form of Assistance Agreement by and between the Authority and the Governmental Agency, the legislation of the governing authority authorizing the execution and delivery of said Assistance Agreement and the plans, designs and specifications prepared by the engineers for the Governmental Agency with respect to the Project. Based upon my review I am of the opinion that:
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Related to EXHIBIT E - Opinion of Counsel

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion of XxXxxxxxx Will & Xxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.

  • Opinion of Counsel to Buyer The Sellers shall have received an opinion of counsel to Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Sellers.

  • Opinion of Counsel to the Agents The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

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