Common use of Opinion of Buyer's Counsel Clause in Contracts

Opinion of Buyer's Counsel. Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

Opinion of Buyer's Counsel. Seller and the Signing Partners Stockholders shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

Opinion of Buyer's Counsel. Seller and the Signing Partners There shall have received from SFX's in-house counsel been delivered to Texaco an opinionopinion of Buyer’s counsel, Messrs. Dewey, Ballantine, Bushby, Palmer & Wood, dated the Closing DateDate and addressed to Texaco, in form GOC and substance satisfactory to Seller's CounselGRMC, to the effect that: (ai) Each of Buyer and SFX is a corporation duly organized and validly existing and in good standing under the laws of its state the State of incorporation with all requisite corporate Delaware; (ii) The Realty Company is a limited partnership duly organized and validly existing under the laws of the State of New York; (iii) Buyer and the Realty Company each has, as necessary, full power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by enter into this Agreement; (b) This , the Related Agreements, Buyer’s Documents, the Confidentiality Agreement and the Closing Documents Memorandum of Agreement and to which either carry out their obligations thereunder; all requisite corporate action has been taken by the Board of Directors of Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFXthe general partners of the Realty Company, as the case may be, to authorize the execution, delivery and performance of this Agreement, the Related Agreements, Buyer’s Documents, the Confidentiality Agreement and the Memorandum of Agreement by Buyer or the Realty Company, as the case may be, and, this Agreement, the Related Agreements (assuming due other than the Mutual Cancellation Agreement), Buyer’s Documents, the Confidentiality Agreement and valid authorizationthe Memorandum of Agreement have been executed and delivered by Buyer or the Realty Company, execution as the case may be, pursuant to such authorization and delivery thereof by the other parties) constitute the valid and binding obligations obligation of Buyer or SFXthe Realty Company, as the case may be, enforceable in accordance with their respective terms; (iv) Neither the execution and delivery of this Agreement, except as may be limited by applicable bankruptcythe Related Agreements, insolvencyBuyer’s Documents, reorganization, moratorium or similar laws affecting the enforceability Confidentiality Agreement and the Memorandum of creditors' rights, or by equitable principles or limiting Agreement nor the enforcement consummation of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery nor compliance by Buyer of this Agreement or the Closing Documents nor compliance Realty Company with any terms and of the provisions hereof or thereof will (x) violate, or conflict with with, or will result in a breach of any provisions of the Certificate of Incorporation or By-laws of Buyer or, if applicable, the Partnership Agreement of the Realty Company, (y) to the best of such counsel’s knowledge, violate, conflict with, result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Collateral under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license agreement or other instrument or obligation known to such counsel by which any of the respective Certificates of Incorporation Collateral may be bound or By-Laws of affected, except for such conflict, breach or default disclosed in writing by Buyer to Texaco as to which requisite waivers or SFX consents (specifying such waivers or of consents) shall have been obtained by the Closing Date, or (z) violate any judgment, order, injunctionwrit, decree injunction or ruling of any Governmental Body to which Buyer or SFX is subject and decree, of which Buyer's such counsel has knowledge, or to the knowledge of such counselany statute, rule or regulation applicable to, or affecting, any of the Collateral; (v) The Security Instruments create a valid and continuing lien and security interest in the Collateral in favor of GRMC, subject to no other agreement lien, security interest or contract to which adverse claim except as described in the Second Mortgages and Deeds of Trust; and (vi) No consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with any Federal or state court, administrative agency or other governmental authority is required on the part of Buyer is a party or, as applicable, the Realty Company in connection with the execution and delivery of this Agreement, the Related Agreements, Buyer’s Documents, the Confidentiality Agreement or to which it is subject the Memorandum of Agreement by the Buyer or constitute a default thereunderthe consummation of the transactions contemplated hereby and thereby. In rendering such The opinion such of Buyer’s counsel may rely(y) be given subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, and (z) be limited to the extent such counsel deems such reliance necessary that enforcement may be affected by the availability of equitable remedies or appropriate as to matters the applicability of fact, upon certificates principles of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinionequity.

Opinion of Buyer's Counsel. Seller and the Signing Partners shall have received an opinion from SFX's counsel to Buyer (who may be in-house counsel an opinion, counsel) dated as of the Closing DateDate and addressed to Seller, in form and substance satisfactory to Seller's Counsel, to substantially the effect thatfollowing effect: (a) Each Buyer is a limited partnership validly existing under the laws of Buyer and SFX the State of Delaware with full partnership power to carry on its business as it is now being conducted. Vanguard is a corporation duly organized incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate power to carry on its state business as it is now being conducted. Each of incorporation with all requisite corporate Buyer and Vanguard has full power and authority to own execute and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by deliver this Agreement; (b) This Agreement and each of the Closing Documents to which either Buyer or SFX it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be a party have each been duly executed and delivered taken by Buyer or SFXVanguard to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the performance of its obligations herein and therein, have all been duly and properly taken. (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Buyer or Vanguard is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and. (c) Neither the execution This Agreement and delivery by Buyer each of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer Vanguard is a party constitutes a valid and binding obligation of such Party, enforceable against Buyer and Vanguard in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to which it is subject time in effect, (ii) limitations on the enforcement of equitable remedies, and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or constitute a default thereunderby Buyer or Vanguard under any material Legal Requirements. In rendering such opinion opinion, such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, rely upon certificates of state governmental officials and may place reasonable reliance upon certificates of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinionBuyer and Vanguard.

Opinion of Buyer's Counsel. Seller and the Signing Partners Buyer shall have received from SFX's in-house counsel furnished the Shareholders with an opinion, dated the Closing Date, of Macaulay, Zorrilla & Xxxxx, P.A., counsel for Buyer, in form and substance satisfactory to Seller's Counselthe Shareholders and their counsel, to the effect that: (a) Each of Buyer and SFX is a corporation duly organized and organized, validly existing and in good standing under the laws of its state the State of incorporation with Florida and has all requisite corporate power and authority to own and operate perform its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by obligations under this Agreement; (b) This All corporate proceedings required by law or by the provisions of this Agreement to be taken by Buyer on or before the Closing Date, in connection with the execution and delivery of this Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations consummation of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby by this Agreement, have been duly and validly taken; and; (c) Neither Buyer has the execution corporate power and delivery authority to acquire the Stock for the consideration set forth herein; (d) To such counsel's knowledge without independent inquiry, every consent, approval, authorization or order of any court or governmental agency or body that is required for the consummation by Buyer of the transactions contemplated by this Agreement has been obtained or has been waived by the Company and will be in effect on the Closing Documents nor compliance with any terms and provisions thereof will conflict with Date; (e) The consummation of the transaction contemplated by this Agreement does not violate or result in a breach of contravene any of the terms, conditions or provisions of the respective Certificates Articles of Incorporation or By-Laws Bylaws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge best of such counsel's knowledge without independent inquiry, any other agreement indenture, agreement, statute, judgment or contract order to which Buyer is a party or to by which it Buyer is subject or constitute a default thereunder. In rendering such opinion such counsel may relybound; (f) The execution and delivery of this Agreement has been duly and validly authorized, and this Agreement is valid and binding on Buyer and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (g) The Shares of Buyer's Common Stock delivered to the extent such counsel deems such reliance necessary or appropriate as to matters Shareholders at Closing will upon delivery hereunder be validly and legally issued and will be fully paid and not assessable. To counsel's actual knowledge after inquiry, the Shares of factCommon Stock of Buyer are free and clear of all pledges, upon certificates of state officials security interests, liens, claims, encumbrances, agreements and options of any officer or officers of Buyernature whatsoever, provided the extent and none of such reliance is specified Shares have been issued in the opinionviolation of any preemptive rights.

Opinion of Buyer's Counsel. Seller and the Signing Partners Buyer shall have received from SFX's in-house counsel furnished Company with an opinion, dated the Closing Date, of Xxxxx X. Xxxxxxx, Esq. counsel for Buyer, in form and substance satisfactory to Seller's Counselthe Shareholder and his counsel, to the effect that: (a) Each of Buyer and SFX is a corporation duly organized and organized, validly existing and in good standing under the laws of its state the State of incorporation with Florida and has all requisite corporate power and authority to own and operate perform its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by obligations under this Agreement; (b) This All corporate proceedings required by law or by the provisions of this Agreement to be taken by Buyer on or before the Closing Date, in connection with the execution and delivery of this Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations consummation of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby by this Agreement, have been duly and validly taken; and; (c) Neither Buyer has the execution corporate power and delivery authority to acquire the Assets for the consideration set forth herein; (d) To such counsel's knowledge without independent inquiry, every consent, approval, authorization or order of any court or governmental agency or body that is required for the consummation by Buyer of the transactions contemplated by this Agreement has been obtained or has been waived by Company and will be in effect on the Closing Documents nor compliance with any terms and provisions thereof will conflict with Date; (e) The consummation of the transaction contemplated by this Agreement does not violate or result in a breach of contravene any of the terms, conditions or provisions of the respective Certificates Articles of Incorporation or By-Laws Incorporation, Bylaws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge best of such counsel's knowledge without independent inquiry any indenture, any other agreement agreement, statute, judgment or contract order to which Buyer is a party or to by which it Buyer is subject or constitute a default thereunder. In rendering such opinion such counsel may relybound; (f) This Agreement has been duly and validly authorized and, when executed and delivered by Buyer, will be valid and binding on Buyer and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (g) The shares of Buyer's Common Stock delivered to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials Shareholder at Closing will be validly and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinionlegally issued and will be fully paid and not assessable.

Opinion of Buyer's Counsel. Seller shall receive from counsel for Buyer and the Signing Partners shall have received from SFX's in-house counsel Acquisition Corp., an opinion, dated the Closing Date, in form and substance satisfactory to Seller's CounselSeller and its counsel, to the effect thatfollowing effect: (a) Each of a. The Buyer and SFX is Acquisition Corp. are each duly organized organized, valid and validly existing in good standing under the laws of its state the State of incorporation Florida, with all requisite corporate full power and authority to own and operate its or lease their respective properties and conduct their respective businesses as now being conducted. b. Buyer has complete and unrestricted power to conduct sell, convey, assign, transfer and deliver the business it is conducting as shares of Buyer to Seller required hereunder. The transfer of Buyer's Common Stock to Seller on the Closing Date will pass to Seller good, valid and marketable title to effect such shares of Buyer, free and clear of all liens, pledges, options, charges and adverse claims of every nature whatsoever, and upon delivery of the transactions contemplated by shares of Buyer to Seller on the Closing Date pursuant to this Agreement;, Seller will have good, valid and marketable title to said shares. c. The execution, delivery and performance of this Agreement by Buyer and Acquisition Corp. (bi) has been duly authorized by all necessary corporate action on the part of each corporation, (ii) does not violate any provision of the law or the articles of incorporation or by-laws of the Buyer or Acquisition Corp., and (iii) to the best of such counsel's knowledge, will not result in a breach in, or cause a default under, any indenture, agreement or instrument to which the Buyer or Acquisition Corp. is a party or is bound. d. This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each has been duly and validly executed and delivered by Buyer or SFX, as the case may be, and (assuming due Acquisition Corp. and is binding and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their its terms, except as such terms may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforceability rights of creditors' rightscreditors generally. e. Except as set forth in this Agreement or in the Schedules to this Agreement, such counsel does not know of any suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or threatened against or affecting the Buyer or Acquisition Corp., or by equitable principles their respective businesses or limiting properties. f. Such counsel does not know of any action, suit, proceeding or claim pending or threatened against either the enforcement of creditors' rights generallyBuyer or Acquisition Corp., and all corporate action by Buyer and SFX required to authorize their respective properties or businesses, or the transactions contemplated hereby and thereby have been taken; andby this Agreement, except as set forth herein. (c) Neither g. No consent, approval or order of any governmental or administrative board or body is required for the execution and delivery by the Buyer and Acquisition Corp. of this Agreement or and the Closing Documents nor compliance merger of Acquisition Corp. with any terms and provisions thereof will conflict with or result in a breach into Capital Savings. h. In rendering the foregoing opinion, such counsel may, when reasonable, state their opinion on specific matters of any fact to the best of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has their knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, and to the extent such counsel deems they deem such reliance necessary or appropriate as to matters of factproper, upon they may rely on certificates of state public officials and officers of the Buyer and Acquisition Corp. Copies of any officer or officers of Buyer, provided such certificates shall be delivered to the extent of such reliance is specified in the opinionSeller and its counsel.

Opinion of Buyer's Counsel. Seller and the Signing Partners Buyer shall have received from SFX's in-house counsel furnished Seller with an opinion, dated the Closing Date, of Frank M. Puthoff, Esquire, Chief Lxxxx Xxxxxxx xxx Buyer, in form and substance satisfactory to Seller's Counselthe Shareholder and his counsel, to the effect that: (a) Each of Buyer and SFX is a corporation duly organized and organized, validly existing and in good standing under the laws of its state the State of incorporation with Florida and has all requisite corporate power and authority to own and operate perform its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by obligations under this Agreement; (b) This All corporate proceedings required by law or by the provisions of this Agreement to be taken by Buyer on or before the Closing Date, in connection with the execution and delivery of this Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations consummation of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby by this Agreement, have been duly and validly taken; and; (c) Neither Buyer has the execution corporate power and delivery authority to acquire the EDI Assets for the consideration set forth herein; (d) To such counsel's knowledge without independent inquiry, every consent, approval, authorization or order of any court or governmental agency or body that is required for the consummation by Buyer of the transactions contemplated by this Agreement has been obtained or has been waived by Seller and will be in effect on the Closing Documents nor compliance with any terms and provisions thereof will conflict with Date; (e) The consummation of the transaction contemplated by this Agreement does not violate or result in a breach of contravene any of the terms, conditions or provisions of the respective Certificates Articles of Incorporation or By-Laws Incorporation, Bylaws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge best of such counsel's knowledge without independent inquiry any indenture, any other agreement agreement, statute, judgment or contract order to which Buyer is a party or to by which it Buyer is subject or constitute a default thereunder. In rendering such opinion such counsel may relybound; (f) This Agreement has been duly and validly authorized and, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials when executed and of any officer or officers of delivered by Buyer, provided will be valid and binding on Buyer and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the extent rights of such reliance is specified in the opinioncreditors generally.

Opinion of Buyer's Counsel. Seller and the Signing Partners shall have received an opinion from SFX's counsel to Buyer (who may be in-house counsel an opinion, counsel) dated as of the Closing DateDate and addressed to Seller, in form and substance satisfactory to Seller's Counsel, to substantially the effect thatfollowing effect: (a) Each Buyer is a corporation validly existing under the laws of Buyer and SFX the State of Delaware with full corporate power to carry on its business as it is now being conducted. Radiologix is a corporation duly organized incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate power to carry on its state business as it is now being conducted. Each of incorporation with all requisite corporate Buyer and Radiologix has full power and authority to own execute and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by deliver this Agreement; (b) This Agreement and each of the Closing Documents to which either Buyer or SFX it is a party and to perform its obligations therein. All corporate proceedings required to be a party have each been duly executed and delivered taken by Buyer or SFX, as Radiologix to authorize the case may be, and (assuming due and valid authorization, execution and delivery thereof by of this Agreement and each of the other parties) constitute the valid Closing Documents to which it is a party and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby performance of its obligations herein and thereby therein, have all been duly and properly taken; and. (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Buyer or Radiologix is a party does not violate any provision of its articles of incorporation and bylaws. (c) Neither the execution This Agreement and delivery by Buyer each of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer Radiologix is a party constitutes a valid and binding obligation of such Party, enforceable against Buyer and Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to which it is subject time in effect, (ii) limitations on the enforcement of equitable remedies, and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will not result in a material violation, breach or constitute a default thereunderby Buyer or Radiologix under any material Legal Requirements. In rendering such opinion opinion, such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, rely upon certificates of state governmental officials and may place reasonable reliance upon certificates of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinionBuyer and Radiologix.

Opinion of Buyer's Counsel. Seller and the Signing Partners SAFECARE shall have -------------------------- received from SFX's in-house an opinion of counsel an opinion, to Buyer dated as of the Closing DateDate and addressed to Seller and SAFECARE, in form and substance satisfactory to Seller's CounselSeller and SAFECARE, to the effect that: : (ai) Each of Buyer and SFX is a corporation, duly organized and organized, validly existing and in good standing under the laws of its state the State of incorporation with all requisite Arkansas; (ii) Buyer has full corporate power and authority to own make, execute, deliver and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by perform this Agreement; (b) This , and all corporate proceedings required to be taken by Buyer to authorize the execution and performance of this Agreement and the Closing Documents closing documents of Buyer pursuant hereto, and to which either Buyer or SFX is to be a party purchase and receive the Assets as herein contemplated, have each all been duly executed and properly taken; (iii) this Agreement and the other instruments delivered hereunder by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable against Buyer in accordance with their terms, except as enforceability against Buyer may be limited limited, restricted or delayed by applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy or similar other laws affecting creditor's rights and debtor's relief generally and except as enforceability may be subject to general principles of equity; and (iv) to the enforceability best of creditors' rightssuch counsel's knowledge, or by equitable principles or limiting the enforcement of creditors' rights generallyBuyer is not in default under, and all corporate action by Buyer and SFX required to authorize the consummation of the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof described herein will conflict with not violate or result in a breach or default under, any law or regulation, or under any order of any of court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located. Such opinion shall include any other matters incident to the terms, conditions matters herein contemplated as Seller or provisions of the respective Certificates of Incorporation SAFECARE or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which BuyerSeller's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunderSAFECARE's counsel may reasonably request. In rendering such opinion opinion, such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, rely upon certificates of state governmental officials and may place reasonable reliance upon certificates of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

Opinion of Buyer's Counsel. Seller and At Closing, Buyer shall deliver to Shareholder the Signing Partners shall have received from SFXwritten opinion of Buyer's in-house counsel an opinioncounsel, dated the Closing Date, in scope and form and substance reasonably satisfactory to Seller's CounselCompany, to the effect thatfollowing effect: (ai) Each of Buyer and SFX is a corporation duly organized and incorporated, validly existing and in good standing under the laws of its state the State of incorporation Delaware, with all requisite corporate power and authority to own enter into and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by perform this Agreement;. (bii) This Agreement, the Note, the Guaranty and Security Agreement, the UCCs, the Stock Pledge Agreement, and the Warrant (the "Security Documents") have been duly executed by Buyer, and such action has been duly authorized by all necessary corporate action. This Agreement and the Closing Security Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFXconstitute the legal, as the case may bevalid, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations obligation of Buyer or SFX, as the case may beBuyer, enforceable against Buyer in accordance with their terms, except as may be limited by applicable subject to bankruptcy, reorganization, fraudulent conveyance, insolvency, reorganizationmoratorium, moratorium or and similar laws relating to or affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditorsand other obligees' rights generally, generally and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; andexercise of judicial discretion in accordance with general equitable principles. (ciii) Neither None of (a) the execution and delivery by Buyer of this Agreement and the Security Documents, (b) the consummation of the Transaction, or the Closing Documents nor (c) compliance with any the terms and provisions thereof will conflict conditions of this Agreement will, with or result in without the giving of notice, lapse of time or both, conflict with, breach the terms and conditions of, constitute a breach of any of the terms, conditions default under or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which violate Buyer's counsel has knowledgearticles of incorporation or by-laws, or or, to the knowledge of such counsel, any judgment, decree, order, agreement, indenture, lease or other agreement or contract instrument to which Buyer is a party or by which Buyer may be bound identified by Buyer on a certificate attached to which it the opinion as being material to the Transaction. (iv) To the knowledge of counsel, no suit, action or proceeding is subject pending or constitute a default thereunderthreatened that questions or may affect the validity of any action to be taken by Buyer pursuant to this Agreement, or that seeks to enjoin, restrain or prohibit Buyer from carrying out the Transaction. The foregoing opinions shall be for the benefit of and may be relied on by Shareholder. In rendering such opinion such opinions, Buyer's counsel may relyrely upon such corporate records of Buyer, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state public officials and of any officer or officers of Buyer, provided . Any opinion concerning the extent enforceability of such reliance is specified this Agreement may be based on the laws of the District of Columbia applicable to transactions in the opinionthat jurisdiction.

Opinion of Buyer's Counsel. At Closing, Buyer shall deliver to Seller and the Signing Partners shall have received from SFXwritten opinion of Buyer's in-house counsel an opinioncounsel, dated the Closing Date, in scope and form and substance reasonably satisfactory to Seller's Counsel, to the effect thatfollowing effect: (a1) Each of Buyer and SFX is a corporation duly organized and incorporated, validly existing and in good standing under the laws of its state the State of incorporation Delaware, with all requisite corporate power and authority to own enter into and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by perform this Agreement;. (b2) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each has been duly executed and delivered by Buyer or SFX, as the case may beBuyer, and (assuming due and valid authorizationsuch action has been duly authorized by all necessary corporate action. This Agreement constitutes the legal, execution and delivery thereof by the other parties) constitute the valid valid, and binding obligations obligation of Buyer or SFX, as the case may beBuyer, enforceable against Buyer in accordance with their its terms, except as may be limited by applicable subject to bankruptcy, reorganization, fraudulent conveyance, insolvency, reorganizationmoratorium, moratorium or and similar laws relating to or affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditorsand other obligees' rights generally, generally and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; andexercise of judicial discretion in accordance with general equitable principles. (c3) Neither None of (i) the execution and delivery by Buyer of this Agreement, (ii) the consummation of the Transaction, or (iii) compliance with the terms and conditions of this Agreement will, with or without the Closing Documents nor compliance with any giving of notice, lapse of time or both, conflict with, breach the terms and provisions thereof will conflict with conditions of, constitute a default under or result in a breach violate Buyer's articles of any of the termsincorporation or by-laws, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of to counsel's knowledge, any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract order to which Buyer is a party or by which Buyer may be bound and as to which it counsel is subject representing or constitute a default thereunderadvising Buyer. (4) To the knowledge of counsel, counsel is not representing or advising Buyer as to any pending or threatened suit, action or proceeding that questions or may affect the validity of any action to be taken by Buyer pursuant to this Agreement, or that seeks to enjoin, restrain or prohibit Buyer from carrying out the Transaction. The foregoing opinions shall be for the benefit of and may be relied on by Seller. In rendering such opinion such opinions, Buyer's counsel may rely, to the extent rely upon such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers corporate records of Buyer, provided such certificates of public officials and officers of Buyer and such other documents or assumptions as may be deemed appropriate or necessary. Any opinion concerning the extent enforceability of such reliance is specified this Agreement may be based on the laws of the District of Columbia applicable to transactions in the opinionthat jurisdiction.

Opinion of Buyer's Counsel. Seller and the Signing Partners shall have received from SFX's in-house counsel an a legal opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, of counsel for Buyer to the effect that: (ai) Each of Buyer and SFX is duly organized and a corporation validly existing and in good standing under the laws of its state of incorporation with and has all requisite corporate powers, authorizations, consents and approvals required to carry on its business; (ii) Buyer has full power and authority to own execute and operate its properties deliver this Agreement and each other Transaction Document to which it is a party and to conduct consummate the business Contemplated Transactions. The execution and delivery of this Agreement and each other Transaction Document to which it is conducting as a party and the consummation of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents Contemplated Transactions to which either Buyer or SFX is to be a party have each been duly executed and delivered validly authorized and approved by Buyer or SFX, as Buyer's board of directors and no other corporate proceedings on the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations part of Buyer (or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required any other person) are necessary to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract Transaction Document to which Buyer is a party or the consummation of the Contemplated Transactions to which Buyer is a party. (iii) This Agreement and the other Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery thereof by the other parties hereto) constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity). (iv) The execution, delivery and performance by Buyer of this Agreement and each other Transaction Document to which it is a party, the consummation of the Contemplated Transactions to which Buyer is a party and the contemplated change of control of the stock ownership of the Companies will not (A) violate any provision of the Certificate of Incorporation or By-laws of Buyer; (B) to such counsel's knowledge, require Buyer to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person, except for the Buyer Required Consents, all of which have been obtained and are in full force and effect, other than those which, if not obtained, would individually or in the aggregate not be reasonably expected to have a materially adverse effect on the business, assets, financial condition or the results of operations of Buyer ("Condition of Buyer"); (C) to such counsel's knowledge, violate, conflict with or result in the breach or default under (after the giving of notice or the passage of time or both), or permit the termination of, any Material Contract to which Buyer is a party or by which it or its assets may be bound or subject other than such violations, conflicts, breaches or constitute defaults that individually or in the aggregate would not be reasonably expected to have a default thereundermaterially adverse effect on the Condition of Buyer; (D) to such counsel's knowledge, violate any Law binding upon Buyer or its assets or business, other than such violations that individually or in the aggregate would not be reasonably expected to have a materially adverse effect on the Condition of Buyer or (E) to such counsel's knowledge, violate any Order or material Permit of any Governmental Body against, or binding upon, Buyer or upon its assets or business other than such violations that individually or in the aggregate would not be reasonably expected to have a materially adverse effect on the Condition of Buyer. (v) The acquisition by Buyer of the Purchased Shares is exempt from registration under the 1933 Act and under applicable state securities Laws. In rendering such opinion such its opinion, counsel for Buyer may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of factfactual matters, upon on certificates of state officials officers and of any officer or officers directors of Buyer, provided the extent of such reliance is specified in the opinion.

Opinion of Buyer's Counsel. Seller and the Signing Partners Buyer shall have received from SFX's in-house counsel furnished Seller with an opinion, dated the Closing Date, of Frank M. Puthoff, Esq., counsel for Buyer, in form and substance satisfactory reaxxxxxxx xxxxxxxxtory to Seller's CounselSeller and its counsel, to the effect that: (a) Each of Buyer and SFX is a corporation duly organized and organized, validly existing and in good standing under the laws of its state the State of incorporation with Florida and has all requisite necessary corporate power and authority to own and operate perform its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by obligations under this Agreement; (b) This All corporate proceedings required by law or by the provisions of this Agreement to be taken by Buyer on or before the Closing Date, in connection with the execution and delivery of this Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations consummation of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby by this Agreement, have been duly and validly taken; and; (c) Buyer has the corporate power and authority to acquire the Assets for the consideration set forth herein; (d) Every consent, approval, authorization or order of any court or governmental agency or body that is required for the consummation by Buyer of the transactions contemplated by this Agreement has been obtained or has been waived by Seller, and will be in effect on the Closing Date; (e) Neither the execution and nor delivery by Buyer of this Agreement or by Buyer nor the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any consummation of the termstransactions contemplated by this Agreement by Buyer will constitute (i) a default, conditions or provisions an event that would with notice or lapse of the respective Certificates time or both constitute a default under, or violation or breach of, (A) Buyer's Articles of Incorporation or By-Laws of Buyer Bylaws or SFX (B) to such counsel's knowledge without independent inquiry, any Contract or of any judgmentindenture, orderlicense, injunctionlease, decree franchise, mortgage, instrument or ruling of any Governmental Body other agreement to which Buyer is party or SFX is subject and of which Buyer's counsel has knowledgestatute, rule, regulation, judgment, order or to the knowledge of such counsel, any other agreement or contract decree to which Buyer is a party, or by which Buyer or its assets may be bound, or (ii) to such counsel's knowledge without independent inquiry, an event that would permit any party to any agreement or instrument to terminate it or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to accelerate the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and maturity of any officer indebtedness or officers other obligation of Buyer, provided the extent of or (iii) to such reliance is specified counsel's knowledge without independent inquiry, an event that would result in the opinioncreation or imposition of any lien, on any security interest or lien on the assets of Buyer; and (f) This Agreement has been duly and validly authorized and, when executed and delivered by Buyer, will be valid and binding on Buyer and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally and except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Opinion of Buyer's Counsel. Seller and the Signing Partners Buyer shall have received from SFX's in-house counsel furnished Seller with an opinion, dated the Closing Date, of Xxxxx X. Xxxxxxx, Esq. counsel for Buyer, in form and substance satisfactory to Seller's CounselSeller and its counsel, to the effect that: (a) Each of Buyer and SFX is a corporation duly organized and organized, validly existing and in good standing under the laws of its state the State of incorporation with Florida and has all requisite corporate power and authority to own and operate perform its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by obligations under this Agreement; (b) This All corporate proceedings required by law or by the provisions of this Agreement to be taken by Buyer on or before the Closing Date, in connection with the execution and delivery of this Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations consummation of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby by this Agreement, have been duly and validly taken; and; (c) Neither Buyer has the execution corporate power and delivery authority to acquire the Assets for the consideration set forth herein; (d) Every consent, approval, authorization or order of any court or governmental agency or body that is required for the consummation by Buyer of the transactions contemplated by this Agreement or has been obtained and will be in effect on the Closing Documents nor compliance with any terms and provisions thereof will conflict with Date; (e) The Consummation of the transaction contemplated by this Agreement does not violate or result in a breach of contravene any of the terms, conditions or provisions of the respective Certificates Articles of Incorporation or By-Laws Incorporation, Bylaws of Buyer or SFX or of any judgmentindenture, orderagreement, injunctionstatute, decree judgment or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract order to which Buyer is a party or to by which it Buyer is subject or constitute a default thereunder. In rendering such opinion such counsel may relybound. (f) This Agreement has been duly and validly authorized and, when executed and delivered by Buyer, will be valid and binding on Buyer and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (g) The shares of Buyer's Common Stock delivered to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials Shareholder at Closing will be validly and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinionlegally issued and will be fully paid and not assessable.

Opinion of Buyer's Counsel. Seller and the Signing Partners Buyer shall have received from SFX's in-house counsel furnished Seller with an opinion, dated as of the Closing DateDate of Xxxxx X. Xxxxxxx, Esquire, Chief Legal Officer for Buyer, in form and substance satisfactory to Seller's Counselthe Seller and its counsel, to the effect that: (a) Each of Buyer and SFX is a corporation duly organized and organized, validly existing and in good standing under the laws of its state the State of incorporation with Florida and has all requisite corporate power and authority to own and operate perform its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by obligations under this Agreement; (b) This All corporate proceedings required by law or by the provisions of this Agreement to be taken by Buyer on or before the Closing Date, in connection with the execution and delivery of this Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations consummation of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby by this Agreement, have been duly and validly taken; and; (c) Neither Buyer has the execution corporate power and delivery authority to acquire the MDP Assets and Business for the consideration set forth herein; (d) To such counsel's knowledge without independent inquiry, every consent, approval, authorization or order of any court or governmental agency or body that is required for the consummation by Buyer of the transactions contemplated by this Agreement has been obtained or has been waived by Seller and will be in effect on the Closing Documents nor compliance with any terms and provisions thereof will conflict with Date; (e) The consummation of the transaction contemplated by this Agreement does not violate or result in a breach of contravene any of the terms, conditions or provisions of the respective Certificates Restated Articles of Incorporation or By-Laws Bylaws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge best of such counsel's knowledge without independent inquiry, any other agreement indenture, agreement, statute, judgment or contract order to which Buyer is a party or to by which it Buyer is subject or constitute a default thereunder. In rendering such opinion such counsel may relybound; (f) This Agreement has been duly and validly authorized by the Board of Directors of Buyer and the Series C Warrantholders and, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials when executed and of any officer or officers of delivered by Buyer, provided will be valid and binding on Buyer and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the extent rights of such reliance is specified in the opinioncreditors generally.

Opinion of Buyer's Counsel. Seller and the Signing Partners Sellers shall have received an opinion from SFX's counsel to Buyer (who may be in-house counsel an opinion, counsel) dated as of the Closing DateDate and addressed to Sellers, in form and substance reasonably satisfactory to Seller's CounselSellers, to substantially the effect thatfollowing effect: (a) Each of Buyer and SFX Vanguard is a corporation duly organized incorporated and validly existing in good standing under the laws of the State of its state of incorporation with all requisite full corporate power to carry on its business as it is now being conducted. Each of Buyer and Vanguard has full power and authority to own execute and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by deliver this Agreement; (b) This Agreement and each of the Closing Documents to which either Buyer or SFX it is a party and to perform its obligations therein. All corporate proceedings required to be a party have each been duly executed and delivered taken by Buyer or SFX, as Vanguard to authorize the case may be, and (assuming due and valid authorization, execution and delivery thereof by of this Agreement and each of the other partiesClosing Documents to which it is a party and to authorize the performance of its obligations therein, have all been duly and properly taken. (b) constitute the valid The execution, delivery and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action performance by Buyer and SFX required Vanguard of this Agreement and each of the Closing Documents to authorize the transactions contemplated hereby which it is a party does not violate any provision of its articles of incorporation, bylaws, or of any indenture or other material Contract to which Buyer or Vanguard is a party and thereby have been taken; andof which counsel has knowledge. (c) Neither the execution This Agreement and delivery by Buyer each of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is a party constitutes a valid and binding obligation of Buyer and Vanguard, enforceable against Buyer and Vanguard in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies, and (iii) such other qualifications as counsel to the Parties may mutually agree upon. (d) To such counsel's knowledge, the consummation of the transactions described in this Agreement will not result in a violation, breach or default by Buyer or Vanguard under any material Legal Requirements. (e) The Common Shares issued and delivered to the Foundation at Closing were duly authorized and issued and represent fully-paid, nonassessable shares of Common Stock free of all transfer restrictions except those imposed by applicable Legal Requirements and under the Shareholders Agreement and Surviving Shareholders Agreement. (f) Assuming due and valid execution by the Foundation of the Shareholders Agreement and the Surviving Shareholders Agreement, the Foundation shall be entitled to all of the rights and privileges (but subject or constitute to the limitations and conditions) of a default thereunder"Holder" (as defined therein) under each such agreement. In rendering such opinion opinion, such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, rely upon certificates of state governmental officials and may place reasonable reliance upon certificates of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinionBuyer or Vanguard.