Common use of Noncontravention and Governmental Approvals Clause in Contracts

Noncontravention and Governmental Approvals. With respect to the opinions expressed in Paragraphs 5(a) and 6, (i) our opinions are limited to our review of only those statutes and regulations of Applicable Law that, in our experience, are normally applicable to transactions of the type contemplated by the Credit Agreement and to business organizations generally and to the energy and utility business of the Borrowers known to us, and (ii) we express no opinion whether performance after the date hereof by a Borrower of its obligations under the Credit Agreement (other than (A) any payment obligation, (B) any guarantee by such Borrower of payment obligations of other persons under the Credit Agreement and (C) any obligation to deliver financial information to the Agent) would require any consent, approval or authorization of, or filing with, any governmental authority or would violate Applicable Law. Our opinion in Paragraph 5(a) is also subject to the qualification that the Current SCC Order will not become a final and nonappealable order until 30 days after the date of issuance, and we therefore express no opinion with respect to the effect of an adverse decision resulting from such an appeal. However, we note that no party commented on, filed an objection to or requested a hearing with respect to the proceedings of the SCC on VaPower’s application for the Current SCC Order.

Noncontravention and Governmental Approvals. With respect to the opinions expressed in Paragraphs 5(a5(a)(i), 5(b)(i) and 6, (i) our opinions are limited to our review of only those statutes and regulations of Applicable Law that, in our experience, are normally applicable to transactions of the type contemplated by the Credit Agreement and to business organizations generally and to the energy and utility business of the Borrowers known to us, and (ii) we express no opinion whether performance after the date hereof by a Borrower of its obligations under the Credit Agreement (other than (A) any payment obligation, (B) any guarantee by such Borrower of payment obligations of other persons under the Credit Agreement and (C) any obligation to deliver financial information to the Agent) would require any consent, approval or authorization of, or filing with, any governmental authority or would violate Applicable Law. Our opinion in Paragraph 5(a5(a)(i) is also subject to the qualification that the Current SCC Order will not become a final and nonappealable order until 30 days after the date of issuance, and we therefore express no opinion with respect to the effect of an adverse decision resulting from such an appeal. However, we note that no party commented on, filed an objection to or requested a hearing with respect to the proceedings of the SCC on VaPower’s application for the Current SCC Order.