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 For purposes of Gusraethis letter, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to I have assumed the effect that such counsel has participated information in conferences with officers and other representatives the Prospectus Supplement of the Company, the Underwriter and the independent registered public accounting firm type referred to in Rule 430B(f)(1) of the CompanyGeneral Rules and Regulations under the Securities Act was deemed to be a part of and included in the Registration Statement pursuant to such Rule 430B(f)(1) as of the date of the Equity Distribution Agreement. My identification of documents and information as part of the Final Prospectus has been at your request and with your approval. Such identification is for the limited purpose of making the statements set forth in this letter and is not the expression of a view by me as to whether any such information has been or should have been conveyed to investors generally or to any particular investors at any particular time or in any particular manner. Because the primary purpose of my involvement with the Offering was not to establish or confirm factual matters or financial or accounting data or oil and gas reserve or production information, at which conferences and because many determinations involved in the contents preparation of the Registration Statement and the Final Prospectus contained therein and related matters were discussed andare of a wholly or partially non-legal character, although such counsel is I am not passing upon and does do not assume any responsibility for the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement and the Final Prospectus contained thereinand I make no representation that I have independently verified the accuracy, solely completeness or fairness of such statements. However, in the course of my acting as General Counsel of the Company in connection with the preparation of the Registration Statement and the Final Prospectus, I have reviewed each such document and have participated in conferences and telephone conversations with representatives of the Company, representatives of the independent public accountants for the Company, representatives of the independent reserve engineers for the Company, representatives of the Sales Agents and representatives of the Sales Agents’ counsel, during which conferences and conversations the contents of such documents and related matters were discussed. Subject to the foregoing, on the basis of the foregoing without independent check information I have gained in the course of any participation in such conferences and verificationconversations and my review of such documents, I confirm to you that no facts have come to the my attention of such counsel which lead them that cause me to believe that (i) the Registration Statement or any amendment theretoStatement, at as of the time date of the Registration Statement or amendment became effectiveEquity Distribution Agreement, 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 misleading; or (ii) the Prospectus or any amendment or supplement theretoFinal Prospectus, at the time they were filed pursuant to Rule 424(b) or at the as of its date and as of such counsel’s opiniondate hereof, contained an or contains any untrue statement of a material fact or omitted or omits to state a any 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 (misleading, except that such counsel need in the case of each of clauses (i)-(ii) above, I do not express no any view and shall not be deemed to have rendered an opinion with respect as to the financial informationstatements, statistical financial schedules and other financial or accounting data and oil and gas reserve and production information and matters regarding non-United States laws, rules and regulations included in the Registration Statement contained or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments incorporated by reference therein 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 Regulationsomitted therefrom.

Negative Assurance. The opinions In the course of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement acting as counsel to the effect that Company in connection with its preparation of the Registration Statement, the Prospectus and the Time of Sale Prospectus, prior to the filing of the Registration Statement, the Prospectus and the Time of Sale Prospectus, such counsel has participated in conferences and telephone conversations with officers and other representatives of the Company, the Underwriter and representatives of the independent registered public accounting firm petroleum engineers of the Company, at representatives of the independent public accountants for the Company, representatives of the Underwriter and representatives of the Underwriter’s counsel, during which conferences the contents of the Registration Statement Statement, the Prospectus and the Time of Sale Prospectus contained therein and related matters were discussed anddiscussed, although and such counsel is not passing upon reviewed certain corporate records and does not assume any responsibility for documents furnished to such counsel by the accuracyCompany. Based on such counsel’s participation in such conferences and conversations, completeness or fairness such counsel’s review of such records and documents as described above, such counsel’s understanding of the statements contained U.S. federal securities laws and the experience such counsel has gained in its practice thereunder, such counsel advises the Underwriter that no information has come to its attention that causes it to believe that (1) the Registration Statement (except (i) the financial statements and notes thereto and schedules included or incorporated by reference therein or omitted therefrom, (ii) the Prospectus contained summary reserve report of the independent petroleum engineers included or incorporated by reference therein, solely on or (iii) the basis of the foregoing without independent check and verificationother financial, no facts have come accounting, statistical or reserve engineering data contained or incorporated by reference therein or omitted therefrom, as to the attention of which such counsel which lead them to believe that the Registration Statement or any amendment theretoexpresses no view), 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 misleading, (2) the Time of Sale Prospectus (except (i) the financial statements and notes thereto and schedules included or incorporated by reference therein or omitted therefrom, (ii) the Prospectus summary reserve report of the independent petroleum engineers included or any amendment incorporated by reference therein, or supplement thereto(iii) the other financial, at the time they were filed pursuant accounting, statistical or reserve engineering data contained or incorporated by reference therein or omitted therefrom, as to Rule 424(bwhich such counsel expresses no view) or at the date of such counsel’s opinion, contained included an 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 (3) the Prospectus (except that (i) the financial statements and notes thereto and schedules included or incorporated by reference therein or omitted therefrom, (ii) the summary reserve report of the independent petroleum engineers included or incorporated by reference therein, or (iii) the other financial, accounting, statistical or reserve engineering data contained or incorporated by reference therein or omitted therefrom, as to which such counsel need express expresses no view view), at the time the Prospectus was filed with the Commission and as of the Closing Date, included or includes 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. Such opinion shall not be deemed limited to have rendered the law of the State of Texas, the Province of Alberta, federal securities law of the United States and the Business Corporations Act (Alberta). EXHIBIT B May 18, 2009 Xxxxxxx Xxxx & Company L.L.C. 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxx 00000 RE: Gastar Exploration Ltd. (the “Company”) Ladies & Gentlemen: The undersigned is an opinion owner of record or beneficially of certain common shares of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a public offering of Shares (the “Offering”) for which you will act as the underwriter. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into an underwriting arrangement with the Company with respect to the financial informationOffering. In consideration of the foregoing, statistical data each of the undersigned hereby agrees that the undersigned will not, and information and matters regarding non-United States laws, rules and regulations included will cause any spouse or immediate family member of the spouse of the undersigned or such person living in the Registration Statement undersigned’s household (a “Family Member”) not to, without your prior written consent, which consent may be withheld in your sole discretion, directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement relating to the Offering to which the Company is a party) (the “Lock-Up Period”); provided, that if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the Prospectus)occurrence of the material news or material event, as applicable, unless you waive, in writing, such extension, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Shares are “actively traded securities” (as defined in Regulation M under the Exchange Act) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual; provided, further, that the foregoing restrictions shall not apply to the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession, to the immediate family of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a Family Member or Family members; provided, further, that the foregoing restrictions shall not apply to the transfer by the undersigned to an affiliate; provided, however, that in any such case, it shall be a condition to such transfer that the transferee executes and delivers to you an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement. The Registration Statement undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of 1933, as amended, of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. This agreement is irrevocable and will be binding on the undersigned and the Prospectus respective successors, heirs, personal representatives, and any post-effective amendments or supplements thereto (other than assigns of the financial statements including notes undersigned. This agreement shall be governed by and schedules, financial data, statistical data and non-United States laws, rules and regulations included construed 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 accordance with the requirements internal laws of the Act State of New York applicable to agreements made and Regulations.to be performed in such state. The undersigned acknowledges and agrees that whether or not any Offering actually occurs depends on a number of factors, including market conditions. Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf

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 Regulations.8 above. EXHIBIT B FORM OF OPINION OF CXXXXXXXXX LLP

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 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, 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 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 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. Exhibit 9(a)(ix)(B) Forms of Opinion of Xxxxx & XxXxxxxx New York Counsel Opinion 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.

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 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 Regulations.documents mentioned in this paragraph). SCHEDULE III China Opinions

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, 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. Exhibit 9(a)(ix)(B) Form of Tax Opinion of Xxxxx & XxXxxxxx 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. Exhibit 9(a)(ix)(C) Form of Opinion of Xxxxxx Xxxxxxx & Xxxxxxx Based on the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, we are of the opinion that: