Master Trust Trustee Opinion. The Underwriters will have received an opinion or opinions of Gulkowitz Xxxxxx LLP, counsel to the Master Trust Trustee, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel.
Master Trust Trustee Opinion. The Underwriters will have received an opinion or opinions of Dxxxxxxxx Sxxxxxx LLP, counsel to the Master Trust Trustee substantially to the following effect:
(i) The Master Trust Trustee has been duly incorporated and is validly existing as a banking corporation under the laws of the State of New York, and has the power and authority (corporate and other) to enter into, and to take all action required of it under the Base P&S and the Series 2000 Supplement.
(ii) Each of the Base P&S and the Series 2000 Supplement has been duly authorized, executed and delivered by the Master Trust Trustee and each constitutes a legal, valid and binding agreement of the Master Trust Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of rights of creditors generally, the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the limitations on rights to indemnification and contribution which may be imposed by applicable law or equitable principles.
(iii) The Collateral Certificate has been duly authenticated and delivered by the Master Trust Trustee.
(iv) The execution and delivery by the Master Trust Trustee of each of the Base P&S and the Series 2000 Supplement and the performance by the Master Trust Trustee of the terms of each do not conflict with or result in a violation of (A) any law or any regulation of the United States of America or the State of New York governing the banking or trust powers of the Master Trust Trustee, or (B) the articles of incorporation or bylaws of the Master Trust Trustee.
(v) No approval, authorization or other action by, or filing with, any governmental authority of the United States of America or the State of New York having jurisdiction over the banking or trust powers of the Master Trust Trustee is required in connection with its execution and delivery of each of the Base P&S and the Series 2000 Supplement or the performance by the Master Trust Trustee of the terms of each of the Base P&S and the Series 2000 Supplement.
