Common use of FORM OF OPINION Clause in Contracts

FORM OF OPINION. <<Conversion_Date2>> <<Transfer_Agent>> <<Address_Line_1>> <<Address_Line_2>> Re: <<Company_Name>> Ladies and Gentlemen: We have acted as special counsel to XXXXX ENTERPRISES, INC. (“Seller”). We have been asked to provide an opinion in connection with the issuance (the “Issuance”) without restrictive legend of <<Converted_Shares2>> shares (the “Shares”) of the common stock, par value $<<par_value>> per share, of <<Company_Name>>, a <<State_of_Inc>> corporation (the “Company”), pursuant to Rule 144 of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the conversion of a certain convertible note dated <<Date>> by the Company in favor of Seller (“Note”) and the conversion notice delivered pursuant to the Note dated the date hereof (the “Conversion Notice”). Specifically, we have been asked to opine whether shares of the Company’s common stock to be issued in conversion of the Note pursuant to the Conversion Notice are "restricted securities" as that term is defined in Rule 144 ("Rule 144") promulgated by the Commission under the Securities Act. The opinion expressed in this letter is limited solely to this issue, premised upon the federal securities laws of the United States as of the date of this letter, and based upon the facts as presented to us contained within the instruments we have examined. We have not conducted any independent investigation into the underlying facts presented to us recited below or contained in the documents listed below; and any error(s), misrepresentation(s) or omission(s) will make the opinion expressed in this letter void and of no effect.

FORM OF OPINION. <<Conversion_Date2>> <<Transfer_Agent>> <<Address_Line_1>> <<Address_Line_2>> Re2007 ________ Attention: <<Company_Name>> Ladies and Gentlemen: We have acted as special counsel to XXXXX ENTERPRISESPlanetlink Communications, INC. Inc. (the “SellerCompany”). We have been asked to provide an opinion , in connection with the issuance (the “Issuance”) without restrictive legend registration of <<Converted_Shares2>> ___________shares (the “Shares”) of the its common stock, par value $<<par_value>> per share, of <<Company_Name>>, a <<State_of_Inc>> corporation (the “Company”), pursuant to Rule 144 of stock with the Securities and Exchange Commission (the “CommissionSEC”) ). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company’s Registration Statement on Form SB-2, as amended (the “Registration Statement”), filed by the Company with the SEC on _________ ___, 2007. The Company filed the Registration Statement on behalf of certain selling stockholders (the “Selling Stockholders”). This opinion relates solely to the Selling Shareholders listed on Exhibit “A” hereto and number of Shares set forth opposite such Selling Stockholders’ names. The SEC declared the Registration Statement effective on __________ ___, 200__. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading “Selling Stockholders” in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that ________ may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit “A” hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, THIS SECURITY AGREEMENT (the “Securities ActAgreement”), is entered into and made effective as of December 7, 2007, by and between PLANETLINK COMMUNICATIONS, INC., (the “Company”), and the BUYER(S) with respect listed on Schedule I attached to the conversion of a certain convertible note dated <<Date>> by the Company in favor of Seller (“Note”) and the conversion notice delivered pursuant to the Note Securities Purchase Agreement dated the date hereof (the “Conversion NoticeSecured Party”). Specifically, we have been asked to opine whether shares of the Company’s common stock to be issued in conversion of the Note pursuant to the Conversion Notice are "restricted securities" as that term is defined in Rule 144 ("Rule 144") promulgated by the Commission under the Securities Act. The opinion expressed in this letter is limited solely to this issue, premised upon the federal securities laws of the United States as of the date of this letter, and based upon the facts as presented to us contained within the instruments we have examined. We have not conducted any independent investigation into the underlying facts presented to us recited below or contained in the documents listed below; and any error(s), misrepresentation(s) or omission(s) will make the opinion expressed in this letter void and of no effect.

FORM OF OPINION. <<Conversion_Date2>> <<Transfer_Agent>> <<Address_Line_1>> <<Address_Line_2>> Re: <<Company_Name>> Ladies OF COUNSEL TO UNITED TO BE DELIVERED TO RARITAN AT THE EFFECTIVE TIME (Capitalized terms used herein and Gentlemen: We not otherwise defined have acted the meanings given them in the Agreement) (a) United is a corporation validly existing and in good standing under the laws of the State of New Jersey. United has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as special counsel described in the Joint Proxy Statement/Prospectus on page __ under the caption _________________. United is registered as a bank holding company under the BHCA. (b) Each Subsidiary of United listed as such in the United Disclosure Schedule is validly existing and in good standing under the laws of the jurisdiction of its incorporation. UNB is a national banking association chartered under the laws of the United States. UNB has the corporate power and authority to XXXXX ENTERPRISESown or lease all of its properties and assets and to carry on its business as described in the Joint Proxy Statement/Prospectus on page __ under the caption _________________. (c) The authorized capital stock of United consists of ___________ shares of common stock, INC. ___ par value per share (“Seller”"United Common Stock"). We Except for any United Common Stock issuable upon exercise of outstanding stock options and stock appreciation rights granted pursuant to the United Option Plan, we have been asked to provide an opinion not become aware (through our representation of United in connection therewith or in the course of our representation of United in connection with the issuance (Agreement, or through United's representations to us in the “Issuance”) without restrictive legend of <<Converted_Shares2>> shares (the “Shares”attached certificate) of any outstanding subscription rights, options, conversion rights, warrants or other agreements or commitments of any nature whatsoever (either firm or conditional) obligating United to issue, deliver or sell, cause to be issued, delivered or sold, or restricting United from selling any additional United Common Stock or obligating United to grant, extend or enter into any such agreement or commitment except as may be provided in any acquisition agreement United may enter into after the common stock, par value $<<par_value>> per share, date of <<Company_Name>>, a <<State_of_Inc>> corporation (the “Company”), pursuant to Rule 144 execution of the Securities Agreement. Based solely upon our review of the minute books of United and Exchange Commission (its Subsidiaries, and without independent verification of the “Commission”) under matters recited therein, all of the Securities Act outstanding shares of 1933, capital stock of each Subsidiary of United listed as amended (such in the “Securities Act”) with respect to the conversion of a certain convertible note dated <<Date>> by the Company in favor of Seller (“Note”) and the conversion notice delivered pursuant to the Note dated the date hereof (the “Conversion Notice”). Specifically, we United Disclosure Schedule have been asked to opine whether shares validly authorized and issued and we are not aware of the Company’s common stock any liens, claims, equities, restrictions or encumbrances created by United on United's ownership thereof. The United Common Stock to be issued in conversion connection with the Merger in accordance with Article II of the Note pursuant Agreement, when so issued in accordance therewith, will be duly authorized, validly issued, fully paid and non-assessable, free of preemptive rights and free and clear of all liens, encumbrances or restrictions created by United. (d) The Agreement has been authorized, executed and delivered by United and UNB and constitutes the valid and binding obligations of United and UNB, respectively, enforceable in accordance with its terms, except that the enforceability of the obligations of United and UNB may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or laws affecting institutions the deposits of which are insured by the FDIC or other laws heretofore or hereafter enacted relating to or affecting the enforcement of creditors' rights generally and by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). In addition, certain remedial and other provisions of the Agreement may be limited by implied covenants of good faith, fair dealing, and commercially reasonable conduct, by judicial discretion, in the instance of equitable remedies, and by applicable public policies and laws. (e) The execution and delivery of the Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated thereby will not (i) conflict with or violate any provision of or result in the breach of any provision of the respective certificates of incorporation or by-laws of United or UNB; (ii) conflict with or violate in any material respect, or result in a material breach or violation of the terms or provisions of, or constitute a default under, or result in (whether upon or after the giving of notice or lapse of time or both) any material obligation under, any indenture, mortgage, deed of trust or loan agreement or any other agreement, instrument, judgment, order, arbitration award or decree of which we are aware (through our representation of United in connection therewith or in the course of our representation of United in connection with the Agreement, or through United's representations to us in the attached certificate) and to which United or UNB is a party or by which United or UNB is bound; or (iii) cause United or UNB to violate any law, rule or regulation applicable to United or UNB: except with respect to (ii) and (iii) above, such as in the aggregate will not have a material adverse effect on the ability of United and UNB to consummate the transactions contemplated by the Agreement. (f) All actions of the directors and stockholders of United and of UNB required by federal banking law or New Jersey law, or by the respective certificates of incorporation or by-laws of United or UNB, to be taken by United or UNB to authorize the execution, delivery and performance of the Agreement and consummation of the Merger have been taken. (g) Assuming that there has been due authorization of the Merger by all necessary corporate and governmental proceedings on the part of Raritan and that Raritan has taken all action required to be taken by it prior to the Conversion Notice are "restricted securities" Effective Time, upon the appropriate filing of the Certificates of Merger in respect of the Merger with the New Jersey Secretary of State and the Delaware Secretary of State in accordance with Section 1.6 of the Agreement, the Merger will become effective at the time of such filing, and upon effectiveness of the Merger each share of Raritan Common Stock will be converted as that term is defined provided in Rule 144 Article II of the Agreement. (h) No approvals, authorizations, consents or other actions or filings under federal banking law or New Jersey law ("Rule 144Approvals") promulgated are required to be obtained by United or UNB in order to permit the execution and delivery of the Agreement by United and UNB and the performance by United and UNB of the transactions contemplated thereby other than those Approvals which have been obtained or those Approvals or consents required to be obtained by Raritan or the Bank, and Approvals not required or necessary to be obtained on the date hereof. (i) Except as set forth in the United Disclosure Schedule and in United's certificate addressed to us and attached hereto, and other than ordinary routine litigation incidental to the business of United or its Subsidiaries, we are not aware of any material action, suit or proceeding or investigation pending or threatened in writing against or affecting the business, operations, property or financial condition of United or any of its Subsidiaries, at law or in equity, in any court or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, except those which, if decided adversely to United or any of its Subsidiaries, would not have a material adverse effect on United and its Subsidiaries, taken as a whole; provided, however, we are not counsel to United or its Subsidiaries in certain litigation and with respect to any such litigation we are relying upon the representation and warranty of United made in Section 4.10 of the Agreement with respect to material litigation and on United's certificate addressed to us and attached hereto. (j) The Registration Statement has been declared effective by the Commission SEC under the Securities Act1933 Act and we are not aware that any stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC. The opinion expressed ******* We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements and information contained in this letter is limited solely the Joint Proxy Statement/Prospectus and make no representation that we have independently verified the accuracy, completeness or fairness of such statements and information, but, without in any way limiting the generality of the foregoing, based upon our review of the Joint Proxy Statement/Prospectus (i) the Joint Proxy Statement/Prospectus (except for financial statements and other tabular financial information, and other financial and statistical data and information, as to this issuewhich we express no opinion) complies as to form in all material respects with the 1933 Act and the applicable laws and regulations thereunder, premised (ii) no facts have come to our attention that caused us to believe that (except for financial statements and other tabular financial information, as to which we do not express any belief) the Joint Proxy Statement/Prospectus on the date of the mailing thereof and on the date of the meeting of stockholders of Raritan at which the Agreement was approved, contained any untrue statement of a material fact with respect to United or omitted to state a material fact with respect to United necessary in order to make the statements therein with respect to United, in light of the circumstances under which they were made, not misleading. ******* In rendering their opinion, counsel to United (A) may, to the extent they deem proper and so specify in their opinion, rely upon the federal securities opinion of other counsel as to matters involving the application of laws of any jurisdiction other than the United States or the State of New Jersey, or may exclude from their opinion the substance included in the opinions of other counsel given directly to Raritan and (B) may rely, as to matters of fact, on certificates of responsible officers of United, UNB, or other Subsidiaries of United and public officials; provided copies of any such opinions or certificates are delivered to Raritan together with the date opinion to be rendered hereunder by counsel to United. Counsel to United may assume that any agreement is the valid and binding obligation of this letterany parties to such agreement other than United. As to matters of fact, and based counsel to United may also rely upon the facts as presented representations and warranties made by United to us contained within the instruments we have examined. We have not conducted any independent investigation into the underlying facts presented to us recited below or contained Raritan in the documents listed below; Agreement as though such representations and any error(s), misrepresentation(s) or omission(s) warranties were made directly to counsel. Counsel to United may also rely upon the genuineness of signatures and the authenticity of copies. 1 Articles of Association of United National Bank as they will make exist on the opinion expressed in this letter void and of no effect.Effective Date. The Articles may be amended prior to the Effective Date. Exhibit B to Merger Agreement Index

FORM OF OPINION. <<Conversion_Date2>> <<Transfer_Agent>> <<Address_Line_1>> <<Address_Line_2>> Re: <<Company_Name>> Ladies OF COUNSEL TO UNITED TO BE DELIVERED TO RARITAN AT THE EFFECTIVE TIME (Capitalized terms used herein and Gentlemen: We not otherwise defined have acted the meanings given them in the Agreement) (a) United is a corporation validly existing and in good standing under the laws of the State of New Jersey. United has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as special counsel described in the Joint Proxy Statement/Prospectus on page __ under the caption _________________. United is registered as a bank holding company under the BHCA. (b) Each Subsidiary of United listed as such in the United Disclosure Schedule is validly existing and in good standing under the laws of the jurisdiction of its incorporation. UNB is a national banking association chartered under the laws of the United States. UNB has the corporate power and authority to XXXXX ENTERPRISESown or lease all of its properties and assets and to carry on its business as described in the Joint Proxy Statement/Prospectus on page __ under the caption _________________. (c) The authorized capital stock of United consists of ___________ shares of common stock, INC. ___ par value per share (“Seller”"United Common Stock"). We Except for any United Common Stock issuable upon exercise of outstanding stock options and stock appreciation rights granted pursuant to the United Option Plan, we have been asked to provide an opinion not become aware (through our representation of United in connection therewith or in the course of our representation of United in connection with the issuance (Agreement, or through United's representations to us in the “Issuance”) without restrictive legend of <<Converted_Shares2>> shares (the “Shares”attached certificate) of any outstanding subscription rights, options, conversion rights, warrants or other agreements or commitments of any nature whatsoever (either firm or conditional) obligating United to issue, deliver or sell, cause to be issued, delivered or sold, or restricting United from selling any additional United Common Stock or obligating United to grant, extend or enter into any such agreement or commitment except as may be provided in any acquisition agreement United may enter into after the common stock, par value $<<par_value>> per share, date of <<Company_Name>>, a <<State_of_Inc>> corporation (the “Company”), pursuant to Rule 144 execution of the Securities Agreement. Based solely upon our review of the minute books of United and Exchange Commission (its Subsidiaries, and without independent verification of the “Commission”) under matters recited therein, all of the Securities Act outstanding shares of 1933, capital stock of each Subsidiary of United listed as amended (such in the “Securities Act”) with respect to the conversion of a certain convertible note dated <<Date>> by the Company in favor of Seller (“Note”) and the conversion notice delivered pursuant to the Note dated the date hereof (the “Conversion Notice”). Specifically, we United Disclosure Schedule have been asked to opine whether shares validly authorized and issued and we are not aware of the Company’s common stock any liens, claims, equities, restrictions or encumbrances created by United on United's ownership thereof. The United Common Stock to be issued in conversion connection with the Merger in accordance with Article II of the Note pursuant Agreement, when so issued in accordance therewith, will be duly authorized, validly issued, fully paid and non-assessable, free of preemptive rights and free and clear of all liens, encumbrances or restrictions created by United. (d) The Agreement has been authorized, executed and delivered by United and UNB and constitutes the valid and binding obligations of United and UNB, respectively, enforceable in accordance with its terms, except that the enforceability of the obligations of United and UNB may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or laws affecting institutions the deposits of which are insured by the FDIC or other laws heretofore or hereafter enacted relating to or affecting the enforcement of creditors' rights generally and by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). In addition, certain remedial and other provisions of the Agreement may be limited by implied covenants of good faith, fair dealing, and commercially reasonable conduct, by judicial discretion, in the instance of equitable remedies, and by applicable public policies and laws. (e) The execution and delivery of the Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated thereby will not (i) conflict with or violate any provision of or result in the breach of any provision of the respective certificates of incorporation or by-laws of United or UNB; (ii) conflict with or violate in any material respect, or result in a material breach or violation of the terms or provisions of, or constitute a default under, or result in (whether upon or after the giving of notice or lapse of time or both) any material obligation under, any indenture, mortgage, deed of trust or loan agreement or any other agreement, instrument, judgment, order, arbitration award or decree of which we are aware (through our representation of United in connection therewith or in the course of our representation of United in connection with the Agreement, or through United's representations to us in the attached certificate) and to which United or UNB is a party or by which United or UNB is bound; or (iii) cause United or UNB to violate any law, rule or regulation applicable to United or UNB: except with respect to (ii) and (iii) above, such as in the aggregate will not have a material adverse effect on the ability of United and UNB to consummate the transactions contemplated by the Agreement. (f) All actions of the directors and stockholders of United and of UNB required by federal banking law or New Jersey law, or by the respective certificates of incorporation or by-laws of United or UNB, to be taken by United or UNB to authorize the execution, delivery and performance of the Agreement and consummation of the Merger have been taken. (g) Assuming that there has been due authorization of the Merger by all necessary corporate and governmental proceedings on the part of Raritan and that Raritan has taken all action required to be taken by it prior to the Conversion Notice are "restricted securities" Effective Time, upon the appropriate filing of the Certificates of Merger in respect of the Merger with the New Jersey Secretary of State and the Delaware Secretary of State in accordance with Section 1.6 of the Agreement, the Merger will become effective at the time of such filing, and upon effectiveness of the Merger each share of Raritan Common Stock will be converted as that term is defined provided in Rule 144 Article II of the Agreement. (h) No approvals, authorizations, consents or other actions or filings under federal banking law or New Jersey law ("Rule 144Approvals") promulgated are required to be obtained by United or UNB in order to permit the execution and delivery of the Agreement by United and UNB and the performance by United and UNB of the transactions contemplated thereby other than those Approvals which have been obtained or those Approvals or consents required to be obtained by Raritan or the Bank, and Approvals not required or necessary to be obtained on the date hereof. (i) Except as set forth in the United Disclosure Schedule and in United's certificate addressed to us and attached hereto, and other than ordinary routine litigation incidental to the business of United or its Subsidiaries, we are not aware of any material action, suit or proceeding or investigation pending or threatened in writing against or affecting the business, operations, property or financial condition of United or any of its Subsidiaries, at law or in equity, in any court or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, except those which, if decided adversely to United or any of its Subsidiaries, would not have a material adverse effect on United and its Subsidiaries, taken as a whole; provided, however, we are not counsel to United or its Subsidiaries in certain litigation and with respect to any such litigation we are relying upon the representation and warranty of United made in Section 4.10 of the Agreement with respect to material litigation and on United's certificate addressed to us and attached hereto. (j) The Registration Statement has been declared effective by the Commission SEC under the Securities Act1933 Act and we are not aware that any stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC. The opinion expressed ******* We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements and information contained in this letter is limited solely the Joint Proxy Statement/Prospectus and make no representation that we have independently verified the accuracy, completeness or fairness of such statements and information, but, without in any way limiting the generality of the foregoing, based upon our review of the Joint Proxy Statement/Prospectus (i) the Joint Proxy Statement/Prospectus (except for financial statements and other tabular financial information, and other financial and statistical data and information, as to this issuewhich we express no opinion) complies as to form in all material respects with the 1933 Act and the applicable laws and regulations thereunder, premised (ii) no facts have come to our attention that caused us to believe that (except for financial statements and other tabular financial information, as to which we do not express any belief) the Joint Proxy Statement/Prospectus on the date of the mailing thereof and on the date of the meeting of stockholders of Raritan at which the Agreement was approved, contained any untrue statement of a material fact with respect to United or omitted to state a material fact with respect to United necessary in order to make the statements therein with respect to United, in light of the circumstances under which they were made, not misleading. ******* In rendering their opinion, counsel to United (A) may, to the extent they deem proper and so specify in their opinion, rely upon the federal securities opinion of other counsel as to matters involving the application of laws of any jurisdiction other than the United States or the State of New Jersey, or may exclude from their opinion the substance included in the opinions of other counsel given directly to Raritan and (B) may rely, as to matters of fact, on certificates of responsible officers of United, UNB, or other Subsidiaries of United and public officials; provided copies of any such opinions or certificates are delivered to Raritan together with the date opinion to be rendered hereunder by counsel to United. Counsel to United may assume that any agreement is the valid and binding obligation of this letterany parties to such agreement other than United. As to matters of fact, and based counsel to United may also rely upon the facts as presented representations and warranties made by United to us contained within the instruments we have examined. We have not conducted any independent investigation into the underlying facts presented to us recited below or contained Raritan in the documents listed below; Agreement as though such representations and any error(s), misrepresentation(s) or omission(s) will make warranties were made directly to counsel. Counsel to United may also rely upon the opinion expressed in this letter void genuineness of signatures and the authenticity of no effect.copies. Exhibit B to Merger Agreement