Common use of Legal Opinions and Memorandum Clause in Contracts

Legal Opinions and Memorandum. The Issuing Lender or its counsel shall have received the following favorable written opinions and memorandum (addressed to the Issuing Lender and dated as of the Closing Date): (i) Opinion of Vermont counsel for the Borrower with respect to general corporate matters under Vermont law; (ii) Opinion of counsel for the Borrower with respect to general corporate matters under Delaware law; (iii) Opinion of outside counsel for the Borrower with respect to general corporate matters and the enforceability of the Transaction Documents under U.S. federal, New York and Nebraska law; (iv) Opinion of counsel for the Borrower with respect to the creation and perfection under applicable law of the security interests in the Collateral granted under Section 7.02(a)(ii); (v) Memorandum of counsel for the Borrower with respect to draws on assets under the Reinsurance Agreement and the Reinsurance Trust Account in the context of delinquency proceedings; and (vi) Opinion of counsel for the Borrower with respect to the enforceability, including in delinquency proceedings, of the off-set and recoupment provision in the Reinsurance Agreement under Nebraska law.