Materials Examined. In connection with this opinion, we have examined executed copies of each of the Equity Documents. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and certificates (including certificates of public officials and of officers of the parties) and such other documents as we have deemed relevant for the opinions set forth herein. In rendering the opinions expressed below, we have examined only executed counterparts or copies of the Equity Documents that were provided to us. We have also made such other investigations of fact and law as we have considered necessary or appropriate for the purposes of the opinions set forth herein. As to factual matters, we have relied without investigation on the representations and warranties set forth in the Equity Documents. In addition, we have reviewed (a) the Factual Certificates of Sponsor Member and Sponsor, respectively, attached to this opinion as Schedule II (each, a “Factual Certificate” and, collectively, the “Factual Certificates”), and (b) copies of each of the contracts listed on Schedule III (each, a “Material Financing Contract” and, collectively, the “Material Financing Contracts”) made available to us by Sponsor. Our opinion in paragraph 4 below relating to the Material Financing Contracts is based on the assumption that, in each case pursuant to the Escrow Agreement, by and among (i) Solar Partners I, LLC, (ii) Solar Partners II, LLC, (iii) Solar Partners VIII, LLC, (iv) Sponsor Member, (v) Sponsor, (vi) NRG Investor, (vii) Google Investor, (viii) Xxxxxxx Xxxxx Bank USA, (ix) Hercules Technology Growth Capital, Inc., (x) Hercules Technology II, L.P., (xi) PNC Bank National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, (xii) Xxxxxxx Title Guaranty Company, and (xiii) Chicago Title Insurance Company, dated as of April [ ], 2011 (the “Equity Escrow Agreement”), (a) DOE has funded the amounts requested in the initial FFB Advance Requests (as referred to and provided in Section 3.b of the Equity Escrow Agreement), (b) funds have been released from escrow pursuant to Section 4 of the Equity Escrow Agreement, (c) a portion of the funds so released have been applied to repay in full the loan to Sponsor under the Credit Facility Agreement (as April [ ], 2011 defined in Schedule III of this opinion) pursuant to Section 4.a of the Equity Escrow Agreement, and (d...
Materials Examined. In connection with rendering the opinions contained herein, we have examined copies of the Credit Agreement and the Notes (collectively, the “Loan Documents”). In addition, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and certificates (including records and certificates of TVA) and have made such investigations of law as we have deemed necessary or appropriate for the purposes of delivering the opinions contained herein.
Materials Examined. In connection with rendering the opinions contained herein, we have examined copies of the Credit Agreement and the Notes (collectively, the “Loan Documents”). In addition, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and certificates (including records and certificates of TVA) and have made such investigations of law as we have deemed necessary or appropriate for the purposes of delivering the opinions contained herein. In rendering the opinion expressed below, we have examined only executed counterparts or copies of the Loan Documents that were provided to us. As to factual matters, we have relied without investigation on the representations and warranties set forth in the Credit Agreement.
Materials Examined. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:
Materials Examined. In rendering the opinions set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the following:
Materials Examined. In connection with this opinion, we have examined copies of the Credit Agreement and the Notes (collectively, the “Loan Documents”). We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and certificates (including certificates of public officials and of officers of the parties) and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In rendering the opinions expressed below, we have examined only executed counterparts or copies of the Credit Agreement and the Notes that were provided to us. As to factual matters, we have relied without investigation on the representations and warranties set forth in the Credit Agreement and certificates of public officials and officers of the Borrower.
Materials Examined. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you: The Certificate of Incorporation and the Bylaws of the Company, as amended to the date hereof, and the resolutions of the Board of Directors adopted at a meeting on August 8, 2000 relating to the issuance and sale of the Common Stock pursuant to the Purchase Agreement and certain other matters, all as certified by the Secretary of the Company. The Purchase Agreement; The Registration Statement on Form S-3 (File No. 333- 44084); The certificates of certain state authorities and filing officers, copies of which are being delivered or have been delivered to you; An officer's certificate of the Company, delivered to us and dated as of the date hereof (the "Factual Certificate"); The contracts to which the Company is a party which have been filed as or incorporated by reference as exhibits to the SEC Filings (the "Material Contracts"); and Such other instruments, corporate records, certificates and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed.
Materials Examined. In rendering this opinion, I have examined originals, or copies certified or otherwise identified to my satisfaction, of the following, copies of which have been delivered to you:
Materials Examined. In this regard, we have examined executed originals or copies of the following, each of which, unless otherwise indicated, is dated the date (or as of the date) hereof:
