Laws Addressed Clause Samples

Laws Addressed. Our opinion is expressed only with respect to the laws of the Province of Alberta and the federal laws of Canada applicable therein in effect on the date of this opinion (collectively the "Laws").

Laws Addressed. The opinions expressed herein relate only to the laws of the Province of Nova Scotia (the “Province”) on the date of this opinion, and the federal laws of Canada applicable in the Province, as at the date of this opinion, and no opinion is expressed with respect to the laws of any other jurisdiction. Without limiting the generality of the immediately preceding sentence, we express no opinion with respect to the laws of any other jurisdiction, to the extent that those laws may govern the validity, perfection, effect of perfection or non-perfection, or enforcement of the security interests created by the Pledge and Security Agreement as a result of the application of Nova Scotia conflict of law rules, including, without limitation, Sections 6 through 9 inclusive of the PPSA. In addition, we express no opinion whether, pursuant to those conflicts of law rules, Nova Scotia laws would govern the validity, perfection and effect of perfection or non-perfection or enforcement of the security interests contemplated by the Pledge and Security Agreement.

Laws Addressed. Our opinions below are expressed only with respect to the laws of the provinces of Ontario, Alberta and British Columbia (the "Jurisdictions") and of the laws of Canada applicable therein. Any reference to the laws of a Jurisdiction includes the laws of Canada that apply in such Jurisdiction. Our opinions are expressed with respect to the laws of the Jurisdictions in effect on the date of this opinion. We have no responsibility or obligation to: (i) update this opinion, (ii) take into account or inform the addressees, or any other person, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, or (iii) advise the addressees or any other person of any other change in any matter addressed in this opinion. Nor do we have any responsibility or obligation to consider the applicability or correctness of this opinion to any person other than the addressees. Without limiting the generality of the immediately preceding paragraph, we express no opinion with respect to the laws of any other jurisdiction to the extent that those laws may govern the validity, perfection, effect of perfection or non-perfection, priority or enforcement of the security interests created by the Security Agreement as a result of the application of the conflict of laws rules of the Jurisdictions, including, without limitation, sections 5 to 8.1 of the Ontario Personal Property Security Act (the "Ontario PPSA"), the Alberta Personal Property Security Act (the "Alberta PPSA") and the British Columbia Personal Property Security Act (the "B.C. PPSA", and together with the Ontario PPSA and the Alberta PPSA, the "PPSAs"). We have also considered the interplay between section 7 of the respective PPSAs and section 105 of the Canada Transportation Act. The latter section is uncertain as to its scope and whether, with respect to security interests in rolling stock, it ousts the jurisdiction of provincial personal property security legislation. Due to this uncertainty, secured parties may decide to register their security interests in rolling stock pursuant to the applicable PPSA and the Canada Transportation Act. We have also considered whether any of the PPSAs, as a result of their relevant conflicts of laws rules, are applicable to the validity or perfection of the security interests granted by the Borrower in the Subject Railcars and the TSA.

Laws Addressed. This opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein, the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware, as applicable. For the purposes of this opinion letter, “Ontario Securities Laws” means the securities laws, regulations, rules and policies applicable in the Province of Ontario.

Laws Addressed. We are solicitors qualified to practice law in the Province of Ontario and we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable therein (“Applicable Law”).

Laws Addressed. This opinion is limited to the laws of the Province of New Brunswick and the federal laws of Canada applicable therein and we express no opinion with respect to the laws of any other jurisdiction.

Laws Addressed. 4.1 The opinions expressed herein are limited solely to laws of the Province of Alberta and the federal laws of Canada applicable therein. 5. OPINIONS Based upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that: 5.1 The Parent is a corporation duly amalgamated and existing under the laws of the Province of Alberta. 5.2 The execution and delivery by the Parent of the Note Documents and the performance by the Parent of the Note Documents are within the corporate power and authority of the Parent and have been duly authorized by all necessary action by the Parent. 5.3 Each of the Note Documents has been duly executed by the Parent as a matter of corporate law in compliance with the laws of Alberta and in accordance with the provisions of its articles and bylaws. 5.4 Neither the execution, delivery or performance by Parent of the Note Documents nor the consummation of any transactions contemplated therein will: (a) conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise); or (b) require the consent of any person (other than consents already obtained). under or pursuant to the articles and by-laws of the Parent.