Common use of Negative Assurance Clause in Contracts

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations.

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that Although such counsel has participated in conferences with officers and other representatives of the Companynot independently verified, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon on and does is not assume assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Company’s Annual Report for the year ended December 31, 2009 on Form 20-F, as amended, and incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus under the captions “Information on the Company- Taxation of the Company- Xxxxxxxx Islands Taxation”, “Additional Information- Non-United States Tax Considerations- Xxxxxxxx Islands Tax Consequences”, and the statements in the Registration Statement Statement, Disclosure Package and the Final Prospectus contained therein, solely on under the basis captions “Non-United States Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities” (except to the extent specified in the foregoing without independent check and verificationopinion), no facts have come to the such counsel’s attention of that lead such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time above-referenced sections of the Registration Statement or amendment became effectiveStatement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the above-referenced sections of the Final Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the Prospectus or any amendment or supplement theretoabove-referenced sections of the Disclosure Package, at as of the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinionExecution Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulationsmisleading.

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement We have acted as counsel to the effect that such counsel has participated Company in connection with the preparation of the Registration Statement, the Preliminary Prospectus, the Prospectus, and the Time of Sale Prospectus, and based on our examination of the Registration Statement, the Preliminary Prospectus, the Prospectus, and the Time of Sale Prospectus and conferences with certain officers and other employees of and with representatives of the Company, the Underwriter auditors and the independent registered public accounting firm of reserve engineers for the Company, at which conferences the contents as well as representatives of the Registration Statement Underwriters and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verificationtheir counsel, no facts have come to the our attention of such counsel which that lead them us to believe that (i) the Registration Statement or any amendment thereto, at as of its most recent effective date and the time date of the Registration Statement or amendment became effectiveApplicable Time, insofar as it relates to the offering of the Securities, contained an any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading or misleading, (ii) the Prospectus or any amendment or supplement theretoPreliminary Prospectus, at as of its date and as of the time they were filed pursuant Closing Date, insofar as it relates to Rule 424(b) or at the date offering of such counsel’s opinionthe Securities, contained an or contains any untrue statement of a material fact or omitted omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Prospectus, as of its date and as of the Closing Date, insofar as it relates to the offering of the Securities, contained or contains any untrue statement of a material fact required or omits to be stated therein or state any material fact necessary in order to make the statement statements therein, in light of the circumstances under which they were made, not misleading and (except that such counsel need iv) the Time of Sale Prospectus, as of the Applicable Time, insofar as it relates to the offering of the Securities, contained or contains any untrue statement of material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary contained in this paragraph, we express no view and shall not be deemed to have rendered an belief or opinion with respect to any (i) financial statements or related notes or schedules thereto, (ii) other financial, accounting, or statistical data, or (iii) oil and gas reserve information or any prospects, including, without limitation, any reserve report of the independent petroleum engineers, in each case included or incorporated by reference in, or omitted from, the Registration Statement, the Preliminary Prospectus, the Prospectus, or the Time of Sale Prospectus. Furthermore, because the primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting, or statistical information derived from such financial informationdata, statistical data and information because many determinations involved in the preparation of the Registration Statement, the Preliminary Prospectus, the Prospectus, and matters regarding the Time of Sale Prospectus and the documents incorporated by reference therein are of a wholly or partially non-United States lawslegal character or relate to legal matters outside the scope of our opinion letter, rules we are not passing upon and regulations included do not assume any responsibility for the accuracy, completeness, fairness, or responsiveness of the statements contained in the Registration Statement or Statement, the Preliminary Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included or the Time of Sale Prospectus, including the documents incorporated by reference therein, as and we make no representation that we have independently verified the accuracy, completeness, fairness, or responsiveness of such statements, except to which no opinion need be rendered) each as of their respective dates complied as to form the extent set forth in all material respects with the requirements of the Act paragraphs 7 and Regulations8 above.

Negative Assurance. [The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include following language will be included in a statement separate letter addressed to the effect that such counsel has Initial Purchasers:] We have reviewed the Offering Circular. We have participated in conferences with officers and other representatives of the CompanyIssuers, the Underwriter and representatives of the independent registered public accounting firm accountants of the CompanyIssuers, representatives of the Initial Purchaser and counsel for the Initial Purchaser at which conferences the contents of the Registration Statement and the Prospectus contained therein Offering Circular and related matters were discussed anddiscussed. We do not pass upon, although such counsel is not passing upon and does not or assume any responsibility for for, the accuracy, completeness accuracy or fairness of the statements contained in the Registration Statement Offering Circular and have made no check or verification thereof, except to the Prospectus contained therein, solely on limited extent referred to in paragraph 13 of our opinion dated the date hereof. On the basis of the foregoing without independent check and verificationforegoing, no facts have come came to the our attention of such counsel which lead them us to believe that the Registration Statement or any amendment theretoOffering Circular, at as of its date and as of the time the Registration Statement or amendment became effectivedate hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need we do not express no any view and shall not be deemed to have rendered an opinion with respect as to the financial informationstatements, statistical data schedules and other financial information included in, or excluded from, the Offering Circular). This opinion shall follow the recommendations of the TriBar Opinion Committee set forth in their special report on UCC security interest opinions (see, TriBar Opinion Committee, U.C.C. Security Interest Opinions, 49 Bus. Law. 359 (1993)) and matters regarding nonin their special report on third-party closing opinions (see, TriBar Opinion Committee, Third-Party “Closing” Opinions, 53 Bus. Law. 592 (1998)) to the extent such recommendations have been adopted by the counsel rendering this opinion, and not the Legal Opinion Accord adopted by the American Bar Association. The foregoing opinions shall be subject to customary qualifications and assumptions. It is our opinion that the discussion set forth in the Offering Circular under the caption entitled “Certain United States lawsFederal Income Tax Considerations” constitutes, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements respects, a fair and accurate summary of the Act material United States federal income tax consequences to holders who purchase the Notes pursuant to the Offering Circular. The foregoing opinions shall be subject to customary qualifications and Regulations.assumptions. Based on the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, we are of the opinion that:

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that Although such counsel has participated in conferences with officers and other representatives of the Companynot independently verified, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon on and does is not assume assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Company’s Annual Report for the year ended December 31, 2010 on Form 20-F, as amended, and incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus under the captions “Information on the Company–Taxation of the Company–Xxxxxxxx Islands Taxation”, “Additional Information–Non-United States Tax Considerations–Xxxxxxxx Islands Tax Consequences”, and the statements in the Registration Statement Statement, Disclosure Package and the Final Prospectus contained therein, solely on under the basis captions “Non-United States Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities” (except to the extent specified in the foregoing without independent check and verificationopinion), no facts have come to the such counsel’s attention of that lead such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time above-referenced sections of the Registration Statement or amendment became effectiveStatement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the above-referenced sections of the Final Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the Prospectus or any amendment or supplement theretoabove-referenced sections of the Disclosure Package, at as of the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinionExecution Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulationsmisleading.

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that Although such counsel has participated in conferences with officers and other representatives of the Companynot independently verified, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon on and does is not assume assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Company’s Annual Report for the year ended December 31, 2008 on Form 20-F and incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus under the captions “Information on the Company- Regulations- International Maritime Organization”, “Information on the Company- Regulations- Environmental Regulations- United States Regulations”, “Information on the Company- Regulations- Environmental Regulations- Other Environmental Initiatives”, “Information on the Company- Regulations- Vessel Security Regulation”, “Information on the Company- Taxation of the Company- Xxxxxxxx Islands Taxation”, “Additional Information- Xxxxxxxx Islands Tax Consequences”, and the statements in the Registration Statement Statement, Disclosure Package and the Final Prospectus contained therein, solely on under the basis captions “Non-United States Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities” (except to the extent specified in the foregoing without independent check and verificationopinion), no facts have come to the such counsel’s attention of that lead such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time above-referenced sections of the Registration Statement or amendment became effectiveStatement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the above-referenced sections of the Final Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the Prospectus or any amendment or supplement theretoabove-referenced sections of the Disclosure Package, at as of the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinionExecution Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulationsmisleading.

Negative Assurance. The opinions of GusraeAlthough we have not independently verified, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is are not passing upon on, and does are not assume assuming any responsibility for the accuracy, completeness or fairness of the statements contained (A) in the Registration Statement under the captions “Non-United States Tax Consequences — Xxxxxxxx Islands Tax Consequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Prospectus contained thereinPartnership’s Form 6-K filed with the Commission on March 29, solely 2008 (the “Form 6-K”) under the caption “Item 1 – Information Contained in this Form 6-K Report — Regulations — Regulation — International Maritime Organization (or IMO),” “Item 1 – Information Contained in this Form 6-K Report — Regulations — Environmental Regulations — The United States Regulations,” and “Item 1 – Information Contained in this Form 6-K Report — Environmental Regulation — Other Environmental Initiatives,” and (C) in the Form 20-F/A under the captions and “Item 4. Information on the basis Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation” and (D) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case except to the extent specified in the foregoing without independent check and verificationopinion), no facts have come to the such counsel’s attention of that lead such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time above-referenced sections of the Registration Statement or amendment became effectiveStatement, as of its Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus above-referenced sections of the Form 20-F/A or any amendment or supplement theretoForm 8-A/A, at as of the time they were filed pursuant to Rule 424(b) or at Applicable Time and as of the date of such counsel’s opinionClosing Date, contained an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statement statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulationsmisleading.

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that Although such counsel has participated in conferences with officers and other representatives of the Companynot independently verified, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon on and does is not assume assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Company’s Annual Report for the year ended December 31, 2009 on Form 20-F, as amended, and incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus under the captions “Information on the Company– Taxation of the Company– Xxxxxxxx Islands Taxation”, “Additional Information- Non-United States Tax Considerations– Xxxxxxxx Islands Tax Consequences”, and the statements in the Registration Statement Statement, Disclosure Package and the Final Prospectus contained therein, solely on under the basis captions “Non-United States Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities” (except to the extent specified in the foregoing without independent check and verificationopinion), no facts have come to the such counsel’s attention of that lead such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time above-referenced sections of the Registration Statement or amendment became effectiveStatement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the above-referenced sections of the Final Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the Prospectus or any amendment or supplement theretoabove-referenced sections of the Disclosure Package, at as of the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinionExecution Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulationsmisleading.

Negative Assurance. The opinions In the course of Gusraethe preparation by the Company of the Registration Statement and the Prospectus, Xxxxxxwe have participated in discussions with representatives of the Underwriters, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] PRC and B&D Law Firm shall each include a statement U.S. counsel to the effect that such counsel has participated in conferences with Underwriters, and certain officers and other representatives of the Company, in which the Underwriter business and the independent registered public accounting firm affairs of the CompanyCompany were discussed. Although we have not undertaken (except to the extent stated in opinion paragraphs 2 and 7 of our legal opinion of even date herewith) to determine independently, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does do not assume any responsibility for for, the accuracy, completeness or fairness of the statements contained in the Registration Statement and Statement, the Prospectus contained thereinor the Time of Sale Disclosure Package, solely on the basis of the foregoing without independent check and verificationor any amendments or supplements thereto, no facts have nothing has come to the our attention of such counsel which lead them to cause us to believe that (i) as of its effective date, the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, thereto contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement theretomisleading, at (ii) as of 6:00a.m. PDT on [●], 2009 (which you have informed us is a time before the time they were filed pursuant to Rule 424(b) or at of the date first sale of such counsel’s opinionthe Shares by any Underwriter), the Time of Sale Disclosure Package contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) as of its issue date and as of the date hereof, the Prospectus or any amendment or supplement thereto contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except it being understood, without limitation, that such counsel need we express no view and shall not be deemed to have rendered an opinion statement or belief herein with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, and other financial or statistical data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements any of the Act and Regulationsdocuments mentioned in this paragraph).

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter Underwriters and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations.

Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that Although such counsel has participated in conferences with officers and other representatives of the Companynot independently verified, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon on and does is not assume assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Company’s Annual Report for the year ended December 31, 2009 on Form 20-F, as amended, and incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus under the captions “Information on the Company- Taxation of the Company- Mxxxxxxx Islands Taxation”, “Additional Information- Non-United States Tax Considerations- Mxxxxxxx Islands Tax Consequences”, and the statements in the Registration Statement Statement, Disclosure Package and the Final Prospectus contained therein, solely on under the basis captions “Non-United States Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities” (except to the extent specified in the foregoing without independent check and verificationopinion), no facts have come to the such counsel’s attention of that lead such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time above-referenced sections of the Registration Statement or amendment became effectiveStatement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the above-referenced sections of the Final Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the Prospectus or any amendment or supplement theretoabove-referenced sections of the Disclosure Package, at as of the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinionExecution Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulationsmisleading.

Negative Assurance. The opinions of Gusrae, XxxxxxKxxxxx, Xxxxx & Xxxxxxx Nxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter Underwriters and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations.

Negative Assurance. [The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include following language will be included in a statement separate letter addressed to the effect that such counsel has Initial Purchaser:] In addition, we have participated in conferences with officers and other representatives of the Company, the Underwriter Issuers and the independent registered public accounting firm Guarantors, representatives of the CompanyGaming Authorities, representatives of the independent public accountants of the Issuers, representatives of the Initial Purchaser and counsel for the Initial Purchaser at which conferences the contents of the Registration Statement and the Prospectus contained therein Offering Circular and related matters were discussed anddiscussed. We do not pass upon, although such counsel is not passing upon and does not or assume any responsibility for for, the accuracy, completeness accuracy or fairness of the statements contained in the Registration Statement Offering Circular and have made no check or verification thereof, except to the Prospectus contained therein, solely on limited extent referred to in paragraph 15 above). On the basis of the foregoing without independent check and verificationforegoing, no facts have come came to the our attention of such counsel which lead them us to believe that the Registration Statement or any amendment theretoOffering Circular, at as of its date and as of the time the Registration Statement or amendment became effectivedate hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need we do not express no any view and shall not be deemed to have rendered an opinion with respect as to the financial informationstatements, statistical data schedules and other financial information included in, or excluded from, the Offering Circular). This opinion shall follow the recommendations of the TriBar Opinion Committee set forth in their special report on UCC security interest opinions (see, TriBar Opinion Committee, U.C.C. Security Interest Opinions, 49 Bus. Law. 359 (1993)) and matters regarding nonin their special report on third-United States lawsparty closing opinions (see, rules TriBar Opinion Committee, Third-Party “Closing” Opinions, 53 Bus. Law. 592 (1998)) to the extent such recommendations have been adopted by the counsel rendering this opinion, and regulations included not the Legal Opinion Accord adopted by the American Bar Association. The foregoing opinions shall be subject to customary qualifications and assumptions. Unless otherwise indicated, capitalized terms not defined herein shall have the meanings set forth in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and RegulationsPurchase Agreement.