Form of Opinion of Counsel to Credit Parties. Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:
Form of Opinion of Counsel to Credit Parties. We express no opinion as to (i) the effect of the laws of any jurisdiction in which any Lender is located (other than the State of Louisiana) that limits the interest, fees or other charges such Lender may impose for the loan or use of money or other credit, (ii) the last sentence of Section 2.16(d) of the Credit Agreement, (iii) Section 3.06 or 3.09 of the Credit Agreement (and any similar provisions in any of the other Credit Documents) and (iv) the first sentence of Section 10.09(b) of the Credit Agreement (and any similar provisions in any of the other Credit Documents), insofar as such sentence relates to the subject matter jurisdiction of the United States District Court for the Southern District of New York to adjudicate any controversy related to the Credit Documents.
Form of Opinion of Counsel to Credit Parties. The foregoing opinions are subject to the following comments and qualifications:
Form of Opinion of Counsel to Credit Parties. Each Credit Party has all requisite corporate or other power to execute and deliver, and to perform its obligations under, the Credit Documents to which it is a party.
Form of Opinion of Counsel to Credit Parties. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements or certificates of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates and/or opinions of appropriate representatives of the Credit Parties. In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Credit Parties):
Form of Opinion of Counsel to Credit Parties. The execution, delivery and performance by each Credit Party of, and the consummation by each Credit Party of the transactions contemplated by, the Credit Documents to which such Credit Party is a party do not and will not (a) violate any provision of the charter or by-laws of any Credit Party, (b) violate any applicable Louisiana or federal law, rule or regulation, (c) violate any order, writ, injunction or decree of any court or governmental authority or agency or any arbitral award applicable to the Credit Parties or any of their respective Subsidiaries of which we have knowledge (after due inquiry) or (d) based on an opinion of the General Counsel of the Borrower, result in a breach of, constitute a default under, require any consent under, or result in the acceleration or required prepayment of any indebtedness pursuant to the terms of, any agreement or instrument of which we have knowledge (after due inquiry) and to which the Credit Parties or any of their respective Subsidiaries is a party or by which any of them is bound or to which any of them is subject, or result in the creation or imposition of any Lien upon any property of any Credit Party pursuant to, the terms of any such agreement or instrument.
Form of Opinion of Counsel to Credit Parties the Series A Incremental Loan Agreement (together with the Credit Agreement and the Subsidiary Borrower Designation Letter, the "Credit Documents"); and
Form of Opinion of Counsel to Credit Parties. The agreements, instruments and other documents referred to in the foregoing lettered clauses are collectively referred to as the "Credit Documents". In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements or certificates of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates and/or opinions of appropriate representatives of the Credit Parties. In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Credit Parties):
Form of Opinion of Counsel to Credit Parties. The enforceability of provisions in the Credit Documents to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.
Form of Opinion of Counsel to Credit Parties opinion as to the laws of any jurisdiction other than those of the United States of America, the State of Louisiana and the General Corporation Law of the State of Delaware. At the request of our clients, this opinion letter is, pursuant to Section (b)(ii) of Article IV of the Series D Incremental Loan Agreement, provided to you by us in our capacity as counsel to the Credit Parties and may not be relied upon by any Person for any purpose other than in connection with the transactions contemplated by the Credit Agreement without, in each instance, our prior written consent. Very truly yours, Subsidiary Name Merged/Consolidated into: Transit America Las Vegas, L.L.C. merged into Triumph Outdoor Holdings, LLC Lxxxx Advertising of New Orleans, LLC merged into Triumph Outdoor Holdings, LLC Trans West Outdoor Advertising, Inc. merged into Lxxxx California Acquisition Corporation Select Media, Inc. merged into Lxxxx Xxxx Corporation Sxxxxxx Ad Agency, L.L.C. merged into Lxxxx Central Outdoor, LLC Lamar California Acquisition Corporation merged into Lxxxx Central Outdoor, LLC ADvantage Advertising, LLC merged into The Lxxxx Company, LLC Lxxxx Advan, Inc. merged into Lxxxx Advertising of Penn, LLC Ham Development Corporation merged into Lxxxx Central Outdoor, LLC 10 Outdoor Advertising, Inc. merged into Lxxxx Central Outdoor, LLC Dxxx Advertising Company, Inc. merged into Lamar Advantage Outdoor Company, L.P. January [___], 2007 To the Series D Incremental Lenders and the Administrative Agent party to the Series D Incremental Loan Agreement and Credit Agreement referred to below Ladies and Gentlemen: We have acted as special New York counsel to JPMorgan Chase Bank, N.A., as Administrative Agent, under the Series D Incremental Loan Agreement dated as of January 17, 2007 (the “Series D Incremental Loan Agreement”) between Lxxxx Advertising of Puerto Rico, Inc., formerly known as “QMC Media II, Inc.” (the “Initial Subsidiary Borrower”), Lxxxx Media Corp. (the “Company”), the Subsidiary Guarantors named therein (together with the Company, Lxxxx Advertising Company, the Initial Subsidiary Borrower and Lxxxx Transit Advertising Canada Ltd., the “Credit Parties”), the Series D Incremental Lenders party thereto (the “Series D Incremental Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Series D Incremental Loan Agreement is being entered into pursuant to Section 2.01(c) of the Credit Agreement dated as of September 30, 2...
