Opinion of Corporation Counsel. The opinion of Helms Mulliss & Wicker, PLLC, counsel for the Corporation, to the xxxxxx xx xxragraphs (i) and (iv) through (xiii) below, and the opinion of Paul J. Polking, General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below: (i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank of America, N.A. (the "Principal Subsidiary Bank") is a national banking association formed under the laws of the United States and authorized thereunder to transact business. (ii) Each of the Corporation and the Principal Subsidiary Bank is qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, as the case may be, is required to be so qualified or licensed. (iii) All the outstanding shares of capital stock of the Principal Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and such counsel is without knowledge of any other security interests, claims, liens or encumbrances. (iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy. (v) Each of the Indentures has been duly authorized, executed and delivered by the Corporation, has been duly qualified under the 1939 Act, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy; (vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy. (vii) The Registration Statement has become effective under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, no proceeding for that purpose has been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder. (viii) The forms of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained in the Prospectus. (ix) Each of the Indentures conforms in all material respects to the description thereof contained in the Prospectus. (x) Such counsel is without knowledge that (1) there is any pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries, of a character required to be disclosed in the Registration Statement or the Prospectus, which is omitted or not adequately disclosed therein, or (2) any franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statement, is not so described or filed as required. (xi) Neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or the Bylaws of the Corporation, or (1) the terms of any indenture or other material agreement or instrument known to such counsel and to which the Corporation or the Principal Subsidiary Bank is a party or bound, or (2) any order, law or regulation known to such counsel to be applicable to the Corporation or the Principal Subsidiary Bank of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or the Principal Subsidiary Bank. (xii) No consent, approval, authorization or order of any court or governmental agency or body is necessary or required on behalf of the Corporation for the consummation of the transactions contemplated herein, except such as have been obtained under the 1933 Act and such as may be required under foreign or state securities or insurance laws in connection with the purchase and distribution of the Notes. (xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, the United States or the General Corporation Law of the State of Delaware, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Opinion of Corporation Counsel. The opinion of Helms Xxxxx Xxxxx Mulliss & WickerXxxxx, PLLCL.L.P., counsel for to the Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiiix) below, and the opinion of Paul J. PolkingXxxx X. Xxxxxxx, Executive Vice President and General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of DelawareNorth Carolina, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank each of AmericaNationsBank, N.A. National Association (South), NationsBank of Texas, National Association, and NationsBank, National Association (or the successors to such entities) (collectively, the "Principal Subsidiary BankSubsidiaries") ), is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
(ii) Each Except for those jurisdictions specifically enumerated in such opinion, to the best of such counsel's knowledge, neither the Corporation nor any of the Corporation and the Principal Subsidiary Bank Subsidiaries is required to be qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, as the case may be, is required to be so qualified or licensedjurisdiction.
(iii) All the outstanding shares of capital stock of the Principal each Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55ss. 55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank Subsidiaries (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and such counsel is without and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its termsterms (subject, subject as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(Dss. 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws).
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporationdelivered, has been duly qualified under the 1939 Act, as applicable, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting and the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their termsIndenture, subject (with respect to each of the Indentures and the Notes) as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. ss. 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws.
(vi) The forms of Notes attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the description thereof contained in the Prospectus, as supplemented or amended.
(vii) The Registration Statement has become effective under the 1933 Act; to the best knowledge of such counsel no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, and no proceeding proceedings for that purpose has have been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.
(viii) The forms To the best knowledge of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained such counsel, except as disclosed in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in Registration Statement or the Prospectus.
(x) Such counsel is without knowledge that (1) , there is any no pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiariesthe Subsidiaries, of a character required to be disclosed in the Registration Statement or Statement, which is not adequately disclosed in the Prospectus, which and there is omitted or not adequately disclosed therein, or (2) any no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statementexhibit, which is not so described or filed as required.
(xiix) Neither To the best knowledge of such counsel, neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated by this Agreement nor the fulfillment of the terms hereof thereof will conflict with, result in a breach of, or constitute a default under the Certificate Restated Articles of Incorporation or the Amended and Restated Bylaws of the CorporationCorporation or, or (1) to the best of such counsel's knowledge, the terms of any material indenture or other material agreement or instrument known to such counsel and to which the Corporation or any of the Principal Subsidiary Bank Subsidiaries is a party or bound, or (2) any order, law order or regulation known to such counsel to be applicable to the Corporation or any of the Principal Subsidiary Bank Subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or any of the Principal Subsidiary BankSubsidiaries.
(xiix) No consentTo the best knowledge of such counsel, approvalno authorization, authorization order, approval or order of consent of, or filing with, any court or governmental authority or agency or body is necessary or required on behalf in connection with the sale of the Corporation for the consummation of the transactions contemplated hereinNotes hereunder, except such as have been obtained under the 1933 Act or the 1933 Act Regulations and such as may be required under foreign or state securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, Carolina or the United States or the General Corporation Law of the State of DelawareStates, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries the Subsidiaries and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Master United States Distribution Agreement (Nationsbank Corp)
Opinion of Corporation Counsel. The opinion of Helms Xxxxx Mulliss & Wicker, PLLC, counsel for the Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiii) below, and the opinion of Paul J. Polking, the General Counsel to of the Corporation (or such othex xxxxxxxxother attorney, xxxsonably reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank of America, N.A. (the "“Principal Subsidiary Bank"”) is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
(ii) Each of the Corporation and the Principal Subsidiary Bank is qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, as the case may be, is required to be so qualified or licensed.
(iii) All the outstanding shares of capital stock of the Principal Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55§55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank (except directors' ’ qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and such counsel is without knowledge of any other security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(D§1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporation, has been duly qualified under the 1939 Act, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.
(vii) The Registration Statement has become effective under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's ’s knowledge, no proceeding for that purpose has been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.
(viii) The forms of Note attached to the Secretary's ’s Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in the Prospectus.
(x) Such counsel is without knowledge that (1) there is any pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries, of a character required to be disclosed in the Registration Statement or the Prospectus, which is omitted or not adequately disclosed therein, or (2) any franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statement, is not so described or filed as required.
(xi) Neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or the Bylaws of the Corporation, or (1) the terms of any indenture or other material agreement or instrument known to such counsel and to which the Corporation or the Principal Subsidiary Bank is a party or bound, or (2) any order, law or regulation known to such counsel to be applicable to the Corporation or the Principal Subsidiary Bank of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or the Principal Subsidiary Bank.
(xii) No consent, approval, authorization or order of any court or governmental agency or body in the United States is necessary or required on behalf of the Corporation for the consummation of the transactions contemplated herein, except such as have been obtained under the 1933 Act and such as may be required under foreign or state blue sky or securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's ’s intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, the United States or the General Corporation Law of the State of Delaware, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Opinion of Corporation Counsel. The opinion of Helms Xxxxx Xxxxx Mulliss & WickerXxxxx, PLLCL.L.P., counsel for to the Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiiix) below, and the opinion of Paul J. PolkingXxxx X. Xxxxxxx, Executive Vice President and General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of DelawareNorth Carolina, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank each of AmericaNationsBank of Florida, N.A. National Association, NationsBank of Georgia, National Association, NationsBank, National Association (Carolinas), NationsBank of Texas, National Association, and NationsBank, National Association (or the successors to such entities) (collectively, the "Principal Subsidiary BankSubsidiaries") ), is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
(ii) Each Except for those jurisdictions specifically enumerated in such opinion, to the best of such counsel's knowledge, neither the Corporation nor any of the Corporation and the Principal Subsidiary Bank Subsidiaries is required to be qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, as the case may be, is required to be so qualified or licensedjurisdiction.
(iii) All the outstanding shares of capital stock of the Principal each Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55(Section Mark) 55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank Subsidiaries (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and such counsel is without and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its termsterms (subject, subject as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(D(Section Mark) 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws).
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporationdelivered, has been duly qualified under the 1939 Act, as applicable, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting and the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their termsIndenture, subject (with respect to each of the Indentures and the Notes) as to enforcement 10 of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. (Section Mark) 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws.
(vi) The forms of Notes attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the description thereof contained in the Prospectus, as supplemented or amended.
(vii) The Registration Statement has become effective under the 1933 Act; to the best knowledge of such counsel no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, and no proceeding proceedings for that purpose has have been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.
(viii) The forms To the best knowledge of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained such counsel, except as disclosed in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in Registration Statement or the Prospectus.
(x) Such counsel is without knowledge that (1) , there is any no pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiariesthe Subsidiaries, of a character required to be disclosed in the Registration Statement or Statement, which is not adequately disclosed in the Prospectus, which and there is omitted or not adequately disclosed therein, or (2) any no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statementexhibit, which is not so described or filed as required.
(xiix) Neither To the best knowledge of such counsel, neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated by this Agreement nor the fulfillment of the terms hereof thereof will conflict with, result in a breach of, or constitute a default under the Certificate Restated Articles of Incorporation or the Amended and Restated Bylaws of the CorporationCorporation or, or (1) to the best of such counsel's knowledge, the terms of any material indenture or other material agreement or instrument known to such counsel and to which the Corporation or any of the Principal Subsidiary Bank Subsidiaries is a party or bound, or (2) any order, law order or regulation known to such counsel to be applicable to the Corporation or any of the Principal Subsidiary Bank Subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or any of the Principal Subsidiary BankSubsidiaries.
(xiix) No consentTo the best knowledge of such counsel, approvalno authorization, authorization order, approval or order of consent of, or filing with, any court or governmental authority or agency or body is necessary or required on behalf in connection with the sale of the Corporation for the consummation of the transactions contemplated hereinNotes hereunder, except such as have been obtained under the 1933 Act or the 1933 Act Regulations and such as may be required under foreign or state securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, Carolina or the United States or the General Corporation Law of the State of DelawareStates, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries the Subsidiaries and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Master United States Distribution Agreement (Nationsbank Corp)
Opinion of Corporation Counsel. The opinion of Smith Helms Mulliss & WickerMxxxx, PLLCX.X.X., counsel for the xx xxe Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiiix) below, and the opinion of Paul J. Polking, Exxxxxxxx Xxxx Xxesident and General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of DelawareNorth Carolina, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank each of America(A) NationsBank, N.A. National Association, and (B) NationsBank of Texas, National Association (or the successors to such entities) (collectively, the "Principal Subsidiary BankBanking Subsidiaries") ), is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
(ii) Each Except for those jurisdictions specifically enumerated in such opinion, to the best of such counsel's knowledge, neither the Corporation nor any of the Corporation and the Principal Subsidiary Bank Banking Subsidiaries is required to be qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, as the case may be, is required to be so qualified or licensedjurisdiction.
(iii) All the outstanding shares of capital stock of the each Principal Banking Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55Section 55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank Banking Subsidiaries (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and such counsel is without and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its termsterms (subject, subject as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(DSection 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws).
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporation, has been duly qualified under the 1939 Act, as applicable, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting and the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their termsIndenture, subject (with respect to each of the Indentures and the Notes) as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. Section 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws.
(vi) The forms of Notes attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the description thereof contained in the Prospectus, as supplemented or amended.
(vii) The Registration Statement has become effective under the 1933 Act; to the best knowledge of such counsel no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, and no proceeding proceedings for that purpose has have been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.
(viii) The forms To the best knowledge of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained such counsel, except as disclosed in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in Registration Statement or the Prospectus.
(x) Such counsel is without knowledge that (1) , there is any no pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiariesthe Principal Banking Subsidiaries, of a character required to be disclosed in the Registration Statement or Statement, which is not adequately disclosed in the Prospectus, which and there is omitted or not adequately disclosed therein, or (2) any no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statementexhibit, which is not so described or filed as required.
(xiix) Neither To the best knowledge of such counsel, neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated by this Agreement nor the fulfillment of the terms hereof thereof will conflict with, result in a breach of, or constitute a default under the Certificate Restated Articles of Incorporation or the Amended and Restated Bylaws of the CorporationCorporation or, or (1) to the best of such counsel's knowledge, the terms of any material indenture or other material agreement or instrument known to such counsel and to which the Corporation or any of the Principal Subsidiary Bank Banking Subsidiaries is a party or bound, or (2) any order, law order or regulation known to such counsel to be applicable to the Corporation or any of the Principal Subsidiary Bank Banking Subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or any of the Principal Subsidiary BankBanking Subsidiaries.
(xiix) No consentTo the best knowledge of such counsel, approvalno authorization, authorization order, approval or order of consent of, or filing with, any court or governmental authority or agency or body is necessary or required on behalf of the Corporation for in connection with the consummation sale of the transactions contemplated hereinNotes hereunder, except such as have been obtained under the 1933 Act or the 1933 Act Regulations and such as may be required under foreign or state securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, Carolina or the United States or the General Corporation Law of the State of DelawareStates, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries the Principal Banking Subsidiaries and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Master United States Distribution Agreement (Nationsbank Corp)
Opinion of Corporation Counsel. The opinion of Smith Helms Mulliss & WickerMxxxx, PLLCX.X.X., counsel for the xx xxe Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiiix) below, and the opinion of Paul J. Polking, Exxxxxxxx Xxxx Xresident and General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of DelawareNorth Carolina, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank each of America(A) NationsBank, N.A. National Association, (B) NationsBank, National Association (South), and (C) NationsBank of Texas, National Association (or the successors to such entities) (collectively, the "Principal Subsidiary BankBanking Subsidiaries") ), is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
(ii) Each Except for those jurisdictions specifically enumerated in such opinion, to the best of such counsel's knowledge, neither the Corporation nor any of the Corporation and the Principal Subsidiary Bank Banking Subsidiaries is required to be qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, as the case may be, is required to be so qualified or licensedjurisdiction.
(iii) All the outstanding shares of capital stock of the each Principal Banking Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55Section 55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank Banking Subsidiaries (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and such counsel is without and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its termsterms (subject, subject as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(DSection 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws).
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporation, has been duly qualified under the 1939 Act, as applicable, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting and the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their termsIndenture, subject (with respect to each of the Indentures and the Notes) as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. Section 1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws.
(vi) The forms of Notes attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the description thereof contained in the Prospectus, as supplemented or amended.
(vii) The Registration Statement has become effective under the 1933 Act; to the best knowledge of such counsel no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, and no proceeding proceedings for that purpose has have been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.
(viii) The forms To the best knowledge of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained such counsel, except as disclosed in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in Registration Statement or the Prospectus.
(x) Such counsel is without knowledge that (1) , there is any no pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiariesthe Principal Banking Subsidiaries, of a character required to be disclosed in the Registration Statement or Statement, which is not adequately disclosed in the Prospectus, which and there is omitted or not adequately disclosed therein, or (2) any no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statementexhibit, which is not so described or filed as required.
(xiix) Neither To the best knowledge of such counsel, neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated by this Agreement nor the fulfillment of the terms hereof thereof will conflict with, result in a breach of, or constitute a default under the Certificate Restated Articles of Incorporation or the Amended and Restated Bylaws of the CorporationCorporation or, or (1) to the best of such counsel's knowledge, the terms of any material indenture or other material agreement or instrument known to such counsel and to which the Corporation or any of the Principal Subsidiary Bank Banking Subsidiaries is a party or bound, or (2) any order, law order or regulation known to such counsel to be applicable to the Corporation or any of the Principal Subsidiary Bank Banking Subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or any of the Principal Subsidiary BankBanking Subsidiaries.
(xiix) No consentTo the best knowledge of such counsel, approvalno authorization, authorization order, approval or order of consent of, or filing with, any court or governmental authority or agency or body is necessary or required on behalf of the Corporation for in connection with the consummation sale of the transactions contemplated hereinNotes hereunder, except such as have been obtained under the 1933 Act or the 1933 Act Regulations and such as may be required under foreign or state securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, Carolina or the United States or the General Corporation Law of the State of DelawareStates, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries the Principal Banking Subsidiaries and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Master United States Distribution Agreement (Nationsbank Corp)
Opinion of Corporation Counsel. The opinion of Helms Xxxxx Mulliss & Wicker, PLLC, counsel for the Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiii) below, and the opinion of Paul J. Polking, the General Counsel to of the Corporation (or such othex xxxxxxxxother attorney, xxxsonably reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; each of Bank of America, N.A. and Fleet National Bank (the "Principal Subsidiary BankBanks") is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
(ii) Each of the Corporation and the each Principal Subsidiary Bank is qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, as the case may be, is required to be so qualified or licensed.
(iii) All the outstanding shares of capital stock of the each Principal Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55§55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the each Principal Subsidiary Bank (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and such counsel is without knowledge of any other security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(D§1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporation, has been duly qualified under the 1939 Act, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.
(vii) The Registration Statement has become effective under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement has been issued and, to and such counsel's knowledge, no counsel is without knowledge that any proceeding for that purpose has been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.
(viii) The forms of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in the Prospectus.
(x) Such counsel is without knowledge that (1) there is any pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries, of a character required to be disclosed in the Registration Statement or the Prospectus, which is omitted or not adequately disclosed therein, or (2) any franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statement, is not so described or filed as required.
(xi) Neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or the Bylaws of the Corporation, each as amended to date, or (1) the terms of any indenture or other material agreement or instrument known to such counsel and to which the Corporation or the a Principal Subsidiary Bank is a party or bound, or (2) any order, law or regulation known to such counsel to be applicable to the Corporation or the a Principal Subsidiary Bank of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or the a Principal Subsidiary Bank.
(xii) No consent, approval, authorization or order of any court or governmental agency or body in the United States is necessary or required on behalf of the Corporation for the consummation of the transactions contemplated herein, except such as have been obtained under the 1933 Act and such as may be required under foreign or state blue sky or securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, the United States or the General Corporation Law of the State of Delaware, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Opinion of Corporation Counsel. The opinion of Helms Mulliss Xxxxx Xxxxx Xxxxxxx & WickerXxxxx, PLLCL.L.P., counsel for to the Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiiix) below, and the opinion of Paul J. PolkingXxxx X. Xxxxxxx, General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank of America, N.A. (or any successor thereof) (the "Principal Subsidiary Bank") ), is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
(ii) Each of the Corporation and the Principal Subsidiary Bank is qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation or the Principal Subsidiary Bank, or as the case may be, is required to be so qualified or licensed.
(iii) All the outstanding shares of capital stock of the Principal Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55§55, as amended) nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation free and clear of any perfected security interest and and, such counsel is without knowledge of any other security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its termsterms (subject, subject as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(D§1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws).
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporation, has been duly qualified under the 1939 Act, as applicable, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting and the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their termsIndenture, subject (with respect to each of the Indentures and the Notes) as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policypolicy underlying all such laws.
(vi) The forms of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the description thereof contained in the Prospectus, as supplemented or amended.
(vii) The Registration Statement has become effective under the 1933 Act; no such counsel is without knowledge that any stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, no proceeding or any proceedings for that purpose has have been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.
(viii) The forms of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in the Prospectus.
(x) Such counsel Counsel is without knowledge that (1) there is any pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries, of a character required to be disclosed in the Registration Statement or the ProspectusStatement, which is omitted or not adequately disclosed thereinin the Prospectus, or (2) any franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit to the Registration Statementexhibit, which is not so described or filed as required.
(xiix) Neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated by this Agreement nor the fulfillment of the terms hereof thereof will conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or the Bylaws of the Corporation, each as amended to date, or (1) the terms of any material indenture or other material agreement or instrument known to such counsel and to which the Corporation or the Principal Subsidiary Bank is a party or bound, or (2) any order, law order or regulation known to such counsel to be applicable to the Corporation or the Principal Subsidiary Bank of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or the Principal Subsidiary Bank.
(xiix) No consentauthorization, approvalorder, authorization approval or order of consent of, or filing with, any court or governmental authority or agency or body is necessary or required on behalf of the Corporation for in connection with the consummation sale of the transactions contemplated hereinNotes hereunder, except such as have been obtained under the 1933 Act or the 1933 Act Regulations and such as may be required under foreign or state securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North Carolina, Carolina or the United States or the General Corporation Law of the State of DelawareStates, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries the Principal Subsidiary Bank and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Opinion of Corporation Counsel. The opinion of Helms Xxxxx Xxxxx Mulliss & WickerXxxxx, PLLCL.L.P., counsel for to the Corporation, to the xxxxxx xx xxragraphs effect of paragraphs (i) and (iv) through (xiiix) below, and the opinion of Paul J. PolkingXxxx X. Xxxxxxx, Executive Vice President and General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:
(i) The Corporation the Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus Final Prospectus, and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; Bank of America, N.A. N. A. (the "Principal Subsidiary Bank") is a national banking association formed under the laws of the United States and authorized thereunder to transact business.;
(ii) Each each of the Corporation Company and the Principal Subsidiary Bank is qualified or licensed to do business as a foreign corporation in any jurisdiction in which such counsel has knowledge that the Corporation Company or the Principal Subsidiary BankSubsidiary, as the case may be, is required to be so qualified or licensed.;
(iii) All all the outstanding shares of capital stock of the Principal Subsidiary Bank have been duly and validly authorized and issued and are fully paid and (except as provided in 12 U.S.C. ss.55ss. 55, as amended) nonassessable, and, except as otherwise set forth in the Final Prospectus, all outstanding shares of capital stock of the Principal Subsidiary Bank (except directors' qualifying shares) are owned, directly or indirectly, by the Corporation Company free and clear of any perfected security interest and such counsel is without and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances.;
(iv) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its termsterms (subject, subject as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.policy underlying all such laws);
(v) Each of the Indentures has been duly authorized, executed and delivered by the Corporation, has been duly qualified under the 1939 Act, as applicable, and constitutes a legal, valid and binding instrument of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting and the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy;
(vi) The Notes have been duly authorized and, when the terms of the Notes have been established and when the Notes have been completed, executed, authenticated and delivered in accordance with the provisions of the applicable Indenture, the applicable Board Resolutions and this Agreement against payment of the consideration therefor, will constitute legal, valid and binding obligations of the Corporation entitled to the benefits of such Indenture and enforceable against the Corporation in accordance with their termsIndenture, subject (with respect to each of the Indentures and the Notes) as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C.ss.1818(b)(6)(DU.S.C. ss.1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.policy underlying all such laws;
(vi) The forms of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the description thereof contained in the Prospectus, as supplemented or amended;
(vii) The Registration Statement has become effective under the 1933 Act; no such counsel is without knowledge that any stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, and no proceeding proceedings for that purpose has have been instituted or threatened; and the Registration Statement, the Prospectus and each amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act, the 1939 Act and the respective rules and regulations of the SEC thereunder.;
(viii) The forms of Note attached to the Secretary's Certificate delivered to the Agents conform in all material respects to the descriptions thereof contained in the Prospectus.
(ix) Each of the Indentures conforms in all material respects to the description thereof contained in the Prospectus.
(x) Such counsel is without knowledge that (1) there is any pending or threatened action, suit or proceeding before or by any court or governmental agency, authority or body or any arbitrator involving the Corporation Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement or the Prospectus, which is omitted or not adequately disclosed thereinin the Final Prospectus, or (2) any franchise, contract or other document of a character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit to the Registration Statement, is not so described or filed as required.;
(xiix) Neither the issuance and sale of the Notes, nor the consummation of any other of the transactions herein contemplated by this Agreement nor the fulfillment of the terms hereof thereof will conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or the Bylaws of the Corporation, each as amended to date, or (1) the terms of any material indenture or other material agreement or instrument known to such counsel and to which the Corporation or the Principal Subsidiary Bank is a party or bound, or (2) any order, law order or regulation known to such counsel to be applicable to the Corporation or the Principal Subsidiary Bank of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Corporation or the Principal Subsidiary Bank.; and
(xiix) No consentauthorization, approvalorder, authorization approval or order of consent of, or filing with, any court or governmental authority or agency or body is necessary or required on behalf of the Corporation for in connection with the consummation sale of the transactions contemplated hereinNotes hereunder, except such as have been obtained under the 1933 Act or the 1933 Act Regulations and such as may be required under foreign or state securities or insurance laws in connection with the purchase and distribution of the Notes.
(xiii) Such counsel is without knowledge of any rights to the registration of securities of the Corporation under the Registration Statement which have not been waived by the holders of such rights or which have not expired by reason of lapse of time following notification of the Corporation's intention to file the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of North CarolinaCarolina or the United States, the United States or the General Corporation Corporate Law of the State of Delaware, to the extent deemed proper and specified in such opinion, upon counsel for the Agents or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agents; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and its subsidiaries the Principal Subsidiary Bank and public officials. In rendering such opinion, but without opining in connection therewith, such counsel shall state that, although it expresses no view as to portions of the Registration Statement consisting of financial statements and other financial, accounting and statistical information and it has not independently verified, is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has no reason to believe that such remaining portions of the Registration Statement or any amendment thereto at the time it became effective and as of the date of such opinion contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that, subject to the foregoing with respect to financial statements and other financial, accounting and statistical information, the Prospectus, as amended or supplemented, as of its date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Master United States Distribution Agreement (Bank of America Corp /De/)
