Common use of Opinion of Counsel for Buyer Clause in Contracts

Opinion of Counsel for Buyer. An opinion of counsel from Buyer dated as of the Closing, in form and substance reasonably satisfactory to Seller's counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1) Buyer is (i) duly incorporated, validly existing, and in good standing under the laws of the State of Ohio, (ii) not required to be so qualified in any other jurisdiction, and (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the corporate power and authority to execute, deliver and perform this Agreement and all other agreements contemplated hereby. (2) Buyer has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4) This Agreement and all agreements related to this Agreement have been duly executed and delivered by Buyer and constitute the legal, valid, and binding agreement of Buyer enforceable in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the government. (5) To the best of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect the transactions contemplated herein or any party's right to enter into this Agreement; and (6) Buyer is not in default with respect to any order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights of Buyer to enter into and perform this Agreement.

Opinion of Counsel for Buyer. An opinion of Seller shall have received from Buyer's counsel from Buyer an opinion, dated as of the ClosingClosing Date, in form and substance reasonably satisfactory to Seller's Seller and its respective counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1a) Buyer is (i) duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of OhioDelaware, and Buyer has the power and authority to (i) consummate the transactions contemplated by this Agreement, (ii) not execute and deliver this Agreement and any other agreements, documents, instruments and certificates required to be so qualified in any other jurisdiction, delivered by Buyer thereby and perform its duties and obligations required to be performed thereunder; and (iii) duly empowered own and authorized to hold and own its properties and carry on its business use the Real Property as now conducted and as proposed to be presently conducted. Buyer has the corporate power and authority to execute, deliver and perform this Agreement and all other agreements contemplated hereby. (2) Buyer has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4b) This Agreement is a valid and all agreements related to this Agreement have been duly executed and delivered by Buyer and constitute the legal, valid, and legally binding agreement of Buyer and on the Closing Date will be enforceable against Buyer in accordance with their its terms (subject as to enforcement of remedies except to the discretion of the courts in awarding equitable relief and to applicable extent that enforcement thereof may be limited by (a) bankruptcy, reorganization, insolvencymoratorium, moratorium and fraudulent conveyance or similar laws effecting now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) Such counsel does not know of any suit, action, arbitration, legal, administrative or other proceeding or governmental investigation pending or threatened against or affecting Buyer seeking to enjoin the rights consummation of creditors generally). The the transactions contemplated by this Agreement or if which determined adversely to Buyer would have a materially adverse effect on Buyer. (d) To the knowledge of such counsel, neither the execution and nor the delivery by Buyer of this AgreementAgreement nor the consummation of the transactions contemplated by this Agreement will constitute a default, and the performance or any event that would with notice or lapse of its obligations hereundertime, do not require or both, constitute a default, under, or violation or breach of: (i) Buyer's Articles of Organization, Operating Agreement or any action or consent of any party other than Buyer pursuant to any contractindenture, agreement license, permit, lease, franchise, mortgage instrument or other understanding of Buyer, or pursuant to any order or decree material agreement to which Buyer is a party or by which Buyer or Buyer's properties may be bound, of which such counsel is aware; (ii) any existing federal or state constitution, statute, regulation or law to which its properties Buyer is subject; or assets are subject and will not violate (iii) any provision of lawexisting judicial or administrative decree, the articles of incorporation writ, judgment or bylaws of order to which Buyer or any order of any court or other agency of the governmentis subject. (5e) To the best knowledge of such counsel's knowledge, no consent, approval, waiver, license or authorization by any person, entity or governmental authority under any statute or regulations required in connection with respect the execution, delivery and performance by Buyer of this Agreement any other agreements, documents, instruments and certificates required to be delivered by Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect the transactions contemplated herein or any party's right to enter into this Agreement; and (6) Buyer is not in default with respect to any order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights of Buyer to enter into and perform this Agreementthereby.

Opinion of Counsel for Buyer. An Seller shall have received an opinion of X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx, a professional association, counsel from for Buyer and Designated Subsidiary, dated as of the ClosingClosing Date, in form with customary assumptions, exceptions, and substance qualifications reasonably satisfactory acceptable to Seller's Seller and its counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1) Buyer is (i) Each of Buyer and Designated Subsidiary (to the extent applicable) is a corporation duly incorporatedorganized, validly existing, and in good standing under the laws of the State 21 state of Ohioits incorporation and has the corporate power and authority under the law of such state to own, (ii) not required to be so qualified in any other jurisdictionlease, and (iii) duly empowered and authorized operate its properties, to hold and own its properties and carry on its business as now conducted then being conducted, and as proposed to be conducted. consummate the transactions contemplated hereby; (ii) all necessary corporate proceedings of the Board of Directors and shareholders of Buyer and Designated Subsidiary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly taken; (iii) Buyer has the corporate power and authority to execute, execute and deliver and perform this Agreement and all other agreements contemplated hereby. (2) Buyer has the full power and authority to execute, deliverAgreement, and perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issuedauthorized, fully paid and nonassessable. (4) This Agreement and all agreements related to this Agreement have been duly executed executed, and delivered by Buyer it and constitute constitutes the legal, valid, and binding agreement obligation of Buyer Buyer, enforceable against it in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the government.terms; (5iv) To the best such counsel knows of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, or proceedings pending or investigations pending or, to such counsel's knowledge, threatened against Buyer or Designated Subsidiary at law or in equity, or before or by a any federal, state, municipal municipal, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignagency, or any professional licensing or disciplinary authority which instrumentality that would adversely affect result in a breach of the transactions contemplated herein or any party's right to enter into representation and warranty set forth in Section 4.2(e) of this Agreement; and (6v) the consummation of the transactions contemplated by this Agreement will not violate the charter or bylaws of Buyer or Designated Subsidiary or result in a breach of or constitute a default by Buyer or Designated Subsidiary under any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, award, ordinance, regulation, or any other restriction of any kind or character known to such counsel, to which Buyer or Designated Subsidiary is not in default with a party or by which either of them are bound. With respect to any orderthe opinions expressed pursuant to clauses (iv) and (v) of this subparagraph, writ, injunction such opinion may be based upon a certificate or decree certificates of any court an officer or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights officers of Buyer or its subsidiaries (including Designated Subsidiary) and such other matters as such counsel deems appropriate, and such counsel may rely on opinions of other counsel reasonably satisfactory to enter into and perform Seller, which opinion is delivered in connection with this Agreement.

Opinion of Counsel for Buyer. An The Seller shall have received a favorable ---------------------------- opinion of from counsel from for the Buyer dated as the date of the Closing, in form and substance reasonably satisfactory to counsel for the Seller's counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1a) The Buyer is (i) a corporation, duly incorporated, validly existing, organized and legally existing in good standing under the laws of the State of Ohio, (ii) not required to be so qualified in any other jurisdictionDelaware, and (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer it has the corporate power and authority to execute, deliver carry on its business as now being conducted and perform this Agreement to carry out the transactions and all other agreements contemplated hereby. (2b) All corporate and other proceedings required to be taken by or on the part of the Buyer has the full power and authority in order to execute, deliver, and authorize it to perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will its obligations hereunder have been duly and properly taken, including any necessary approval or authorization by the Board of Directors of the Buyer. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4c) This Agreement and all agreements related to this Agreement have has been duly executed and delivered by the Buyer and constitute the legal, valid, constitutes a valid and binding agreement obligation of the Buyer enforceable against Buyer in accordance with their terms (subject its terms, except as to such enforcement may be limited by bankruptcy or similar laws affecting the enforcement of remedies creditors' rights generally, and the availability of equitable remedies. (d) To the knowledge of such counsel, no consent, authorization, license, franchise, permit, approval or order of any court or governmental agency or body, other than those obtained by Buyer and delivered to the discretion Seller prior to or on the date of the courts opinion, is required for the purchase of the Stock and issuance of the EarthCare Common Stock by the Buyer pursuant to this Agreement. (e) Except as otherwise disclosed in awarding equitable relief and this Agreement, said counsel does not know of any action, suit, investigation or other legal, administrative or arbitration proceeding pending against the Buyer or which questions the validity or enforceability of this Agreement or of any action taken or to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). be taken pursuant to or in connection with this Agreement or any agreement contemplated herein. (f) The execution and delivery by Buyer performance of this Agreement, and Agreement by the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision violate: (i) the Articles of law, Incorporation or the articles By-Laws of incorporation the Buyer; or bylaws of Buyer or (ii) any order of any court or other agency of the governmentgovernment known to said counsel. (5g) To The EarthCare Common Stock has been duly issued to Seller, is fully paid and nonassessable, has been duly registered under the best 1933 Act, and may be resold by Seller without further registration, subject only to the terms of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect the transactions contemplated herein or any party's right to enter into this Agreement; and (6) Buyer is not in default with respect to any order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect Escrow Agreement and the rights of Buyer to enter into and perform this Lock-up Agreement.

Opinion of Counsel for Buyer. An As a further condition precedent to the obligations of Sellers under this Agreement, Buyer shall have delivered to Sellers an opinion of counsel from Buyer counsel, dated as of the ClosingClosing Date, in form and substance reasonably satisfactory to Seller's counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer counsel for Sellers to the effect that: (1a) Buyer is (i) a general business corporation duly incorporated, organized and validly existing, and in good standing existing under the laws of the State of OhioIowa and has the corporate power to conduct its business, (ii) not required to be so qualified in any other jurisdictionas presently conducted, and to own and hold the properties used in connection therewith; (iiib) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the corporate power and authority to execute, deliver enter into and perform this Agreement and all other agreements contemplated hereby. (2) Buyer has the full power and authority to executeAgreement. The execution, deliverdelivery, and perform performance of this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken. (3) The Omega Stock to be issued pursuant to authorized by all requisite corporate action of Buyer, and this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4) This Agreement and all agreements related to this Agreement have been duly executed and delivered by Buyer and constitute Buyer; (c) This Agreement is the legal, valid, and binding agreement obligation of Buyer Buyer, and is enforceable against it in accordance with their terms its terms, except that (subject as to enforcement of remedies to i) the discretion legality, validity, and binding effect and enforceability of the courts obligations contained in awarding equitable relief and to applicable this Agreement may be limited or affected by bankruptcy, insolvency, reorganization, insolvencymoratorium, moratorium and or similar laws effecting affecting the rights of creditors generally). The execution ; and delivery (ii) the enforceability of any obligations contained in this Agreement is subject to principles of equity which may limit the availability of certain equitable remedies, such as specific performance, regardless of whether such enforceability is considered in a proceeding in equity or at law; (d) All consents, approvals, authorizations, and orders of, or registrations or qualifications with, any court, regulatory authority, or other governmental body required for the execution, delivery, and performance of this Agreement by Buyer, and the consummation by Buyer of the acquisition of Company Common Stock contemplated hereby have been obtained or accomplished; (e) The execution, delivery, and performance of this AgreementAgreement by Buyer, and the performance consummation of its obligations hereunderthe transaction contemplated hereby, do not require any action constitute a breach, violation or consent of any party other than Buyer pursuant default, create a lien or give rise to any contractright of termination, agreement cancellation, prepayment, or other understanding acceleration under the Articles of Incorporation or Bylaws of Buyer, or pursuant under any law, rule, or regulation, or any judgment, decree, order, governmental permit or license, or, to the best knowledge of such counsel, any order material lease, agreement, or decree other instrument or obligation to which Buyer is a party or to bound by or by which any of its properties or assets are subject and will not violate any provision of law, the articles of incorporation may be bound or bylaws of Buyer or any order of any court or other agency of the government. (5) To the best of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect the transactions contemplated herein or any party's right to enter into this Agreementaffected; and (6f) Except as previously disclosed to Sellers in writing, there are no suits, actions, arbitrations, proceedings, or governmental investigations pending or threatened against or directly involving Buyer is not in default with respect to any orderwhich, writif adversely determined, injunction may materially and adversely affect the business, properties, assets, liabilities, or decree condition, financial or otherwise, of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights of Buyer to enter into and perform this AgreementBuyer.

Opinion of Counsel for Buyer. An The opinion of O'Coxxxx, Xxvanagh, Anderson, Killxxxxxxxxx & Xeshxxxx, x professional association, counsel from Buyer for Buyer, dated as of the ClosingClosing Date, satisfactory in form and substance reasonably satisfactory to Seller's Shareholders and their counsel, but subject to such standard assumptions, limitations and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer qualifications as such counsel may reasonably deem appropriate, to the effect that: (1i) Buyer is (i) and each of its subsidiaries are corporations duly incorporatedorganized, validly existing, and in good standing under the laws of the State state of Ohiotheir incorporations and have the corporate power and authority under the laws of such state to own, lease, and operate their properties, to carry on their businesses as then being conducted, and to consummate the transactions contemplated hereby; (ii) not required all necessary corporate proceedings of the Board of Directors and stockholders of Buyer and its subsidiaries to be so qualified in any other jurisdiction, approve and adopt this Agreement and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly taken; (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the corporate power and authority to execute, execute and deliver and perform this Agreement and all the other agreements contemplated hereby. (2) Buyer has the full power and authority referred to execute, deliverin this Agreement, and perform this Agreement and all the other agreements and documents necessary referenced to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will herein have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issuedauthorized, fully paid and nonassessable. (4) This Agreement and all agreements related to this Agreement have been duly executed executed, and delivered by Buyer it and constitute the constitutes its legal, valid, and binding agreement of Buyer enforceable in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the government.obligation; (5iv) To the best such counsel knows of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, or proceedings pending or investigations pending or, to such counsel's knowledge, threatened against Buyer or any of its subsidiaries at law or in equity, or before or by a any federal, state, municipal municipal, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignagency, or any professional licensing or disciplinary authority which instrumentality that would adversely affect result in a breach of the transactions contemplated herein or any party's right to enter into representation and warranty set forth in Section 3.2(j) of this Agreement; and (6v) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, will not violate any provision of Buyer's certificate of incorporation or bylaws nor will they result in a breach of or constitute a default by Buyer or any of its subsidiaries under any provision of any material indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, award, ordinance, regulation, or any other restriction of any kind or character known to such counsel, to which Buyer or any of its subsidiaries is not in default with a party or by which any of them are bound. With respect to any orderthe opinions expressed pursuant to clauses (iv) and (v) of this subparagraph, writ, injunction such opinion may be based as to factual matters upon a certificate or decree certificates of any court an officer or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights officers of Buyer or its subsidiaries and such other matters as such counsel deems appropriate, and such counsel may rely on opinions of other counsel reasonably satisfactory to enter into and perform Shareholders, which opinion is delivered in connection with this Agreement.

Opinion of Counsel for Buyer. An opinion Seller shall have received opinions of Buyer's counsel from Buyer dated as of the ClosingClosing Date, in form and substance reasonably satisfactory to Seller's counselcounsel (a final draft of which shall have been provided to Seller's counsel not less than three days before the Closing), and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1a) Buyer is (i) a corporation duly incorporated, validly existing, existing and in good standing under the laws of the State of Ohio, (ii) not required to be so qualified in any other jurisdiction, Tennessee and (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the full corporate power and authority to execute, deliver and perform enter into this Agreement and all other agreements to carry out the transactions contemplated hereby. (2) Buyer has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4b) This Agreement and all agreements related to this Agreement have has been duly executed and delivered by Buyer and constitute the legal, valid, Buyer. (c) This Agreement is a valid and binding agreement obligation of Buyer enforceable against Buyer and subject to any applicable bankruptcy, reorganization, insolvency or other laws, now or hereafter in accordance with their terms (effect, affecting creditors' rights generally and subject as to enforcement of remedies equitable defenses and to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting Court before which any proceeding therefor may be brought. (d) Neither the rights of creditors generally). The execution and nor the delivery by Buyer of this Agreementnor the consummation of the transactions contemplated hereby or thereby, nor compliance with and fulfillment of the performance terms and provisions hereof or thereof will conflict with or result in the breach of its obligations hereunderthe terms, do not require conditions or provisions of, or constitute a default under, the Charter or the Bylaws of Buyer or any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant instrument known to any order or decree such counsel to which Buyer is a party or to by which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the governmentit is bound. (5e) To The authorized capital stock of the best Buyer consists of (i) 76,000 shares of Series A Convertible Preferred Stock, (ii) 1,436,961 shares of Series B Convertible Preferred Stock, and (iii) 20,000,000 shares of Common Stock, in each case with no par value. Immediately prior to the Closing, 76,000 shares of the Series A Convertible Preferred Stock, 527,751 shares of the Series B Convertible Preferred Stock, and 1,991,647 shares of the Common Stock will be validly issued and outstanding, fully paid and nonassessable. The designations, powers, preferences, rights, qualifications limitations and restrictions in respect of each class and series of authorized capital stock of the Buyer are as set forth in the Charter, a copy of which, as certified by the Secretary of State of Tennessee, is attached as Exhibit Q, and all such counsel's knowledgedesignations, powers, preferences, rights qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with respect to all applicable laws. All of the outstanding securities of the Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or were issued in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect the transactions contemplated herein or any party's right to enter into this Agreement; and (6) Buyer is not in default compliance with respect to any order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights of Buyer to enter into all applicable federal and perform this Agreementstate securities laws.

Opinion of Counsel for Buyer. An The Seller shall have received a favorable opinion of from counsel from for the Buyer dated as the date of the Closing, in form and substance reasonably satisfactory to counsel for the Seller's counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1a) The Buyer is (i) a corporation, duly incorporated, validly existing, organized and legally existing in good standing under the laws of the State of Ohio, (ii) not required to be so qualified in any other jurisdictionDelaware, and (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer it has the corporate power and authority to execute, deliver carry on its business as now being conducted and perform this Agreement to carry out the transactions and all other agreements contemplated hereby. (2b) All corporate and other proceedings required to be taken by or on the part of the Buyer has the full power and authority in order to execute, deliver, and authorize it to perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will its obligations hereunder have been duly and properly taken, including any necessary approval or authorization by the Board of Directors of the Buyer. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4c) This Agreement and all agreements related to this Agreement have has been duly executed and delivered by the Buyer and constitute the legal, valid, constitutes a valid and binding agreement obligation of the Buyer enforceable against Buyer in accordance with their terms (subject its terms, except as to such enforcement may be limited by bankruptcy or similar laws affecting the enforcement of remedies creditors' rights generally, and the availability of equitable remedies. (d) To the knowledge of such counsel, no consent, authorization, license, franchise, permit, approval or order of any court or governmental agency or body, other than those obtained by Buyer and delivered to the discretion Seller prior to or on the date of the courts opinion, is required for the purchase of the Stock and issuance of the EarthCare Common Stock by the Buyer pursuant to this Agreement. (e) Except as otherwise disclosed in awarding equitable relief and this Agreement, said counsel does not know of any action, suit, investigation or other legal, administrative or arbitration proceeding pending against the Buyer or which questions the validity or enforceability of this Agreement or of any action taken or to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). be taken pursuant to or in connection with this Agreement or any agreement contemplated herein. (f) The execution and delivery by Buyer performance of this Agreement, and Agreement by the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision violate: (i) the Articles of law, Incorporation or the articles By-Laws of incorporation the Buyer; or bylaws of Buyer or (ii) any order of any court or other agency of the governmentgovernment known to said counsel. (5g) To The EarthCare Common Stock has been duly issued to Seller, is fully paid and nonassessable, has been duly registered under the best 1933 Act, and may be resold by Seller without further registration, subject only to the terms of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect the transactions contemplated herein or any party's right to enter into this Agreement; and (6) Buyer is not in default with respect to any order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect Escrow Agreement and the rights of Buyer to enter into and perform this Lock-up Agreement.

Opinion of Counsel for Buyer. An Seller shall have received an opinion of counsel from Buyer Austxx X. X'Xxxxx, xxunsel for Buyer, dated as of the ClosingClosing Date, in form and substance reasonably satisfactory to Seller's counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1i) the Buyer is (i) a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of Ohio, Delaware; (ii) not all corporate and other proceedings required to be so qualified in any other jurisdiction, taken on the part of the Buyer to authorize it to execute and deliver this Agreement and the Release have been duly and properly taken; (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the corporate power and authority to execute, deliver and perform this Agreement and all other agreements contemplated hereby. (2) Buyer has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4) This Agreement and all agreements related to this Agreement Release have been duly executed and delivered by Buyer and constitute constitutes the legal, valid, valid and binding agreement obligations of Buyer enforceable in accordance with their terms (terms, subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable laws of bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws effecting affecting creditors rights and remedies generally and, as to enforceability, subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) neither the rights of creditors generally). The execution and delivery by the Buyer of this AgreementAgreement or the Release nor the consummation of the transactions contemplated thereby will result in a breach of or constitute a default under the Articles of Incorporation or bylaws of Buyer or any loans, and the performance of its obligations hereunder, do not require any action credit or consent of any party other than Buyer pursuant to any contract, similar agreement or other understanding of Buyer, or pursuant court decree known to any order or decree such counsel to which Buyer is a party or to which any of its assets or properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the government. (5) To the best of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect the transactions contemplated herein or any party's right to enter into this Agreementbound; and (6v) except for the filings required under the HSR Act which Buyer is not in default has completed, no authorization, approval or consent of or declaration or filing with respect to any ordergovernmental authority or regulatory body, writ, injunction or decree of any court or of any federal, statestate or local, municipal is necessary or other governmental department, commission, board, bureau, agency required in connection with the execution and delivery of this Agreement and the Release by the Buyer or instrumentality, domestic or foreign which would effect the rights performance by Buyer of Buyer to enter into and perform this Agreementits obligations herewith.

Opinion of Counsel for Buyer. An The opinion of X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx, a professional association, counsel from Buyer for Buyer, dated as of the ClosingClosing Date, satisfactory in form and substance reasonably satisfactory to Seller's Shareholders and their counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1i) Buyer is (i) and each of its subsidiaries are corporations duly incorporatedorganized, validly existing, and in good standing under the laws of the State state of Ohiotheir incorporations and have the corporate power and authority under the laws of such state to own, lease, and operate their properties, to carry on their businesses as then being conducted, and to consummate the transactions contemplated hereby; (ii) not required all necessary corporate proceedings of the Board of Directors and stockholders of Buyer and its subsidiaries to be so qualified in any other jurisdiction, approve and adopt this Agreement and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly taken; (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the corporate power and authority to execute, execute and deliver and perform this Agreement and all the other agreements contemplated hereby. (2) Buyer has the full power and authority referred to execute, deliverin this Agreement, and perform this Agreement and all the other agreements and documents necessary referenced to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will herein have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issuedauthorized, fully paid and nonassessable. (4) This Agreement and all agreements related to this Agreement have been duly executed executed, and delivered by Buyer it and constitute the constitutes its legal, valid, and binding agreement of Buyer enforceable in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the government.obligation; (5iv) To the best such counsel knows of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, or proceedings pending or investigations pending or, to such counsel's knowledge, threatened against Buyer or any of its subsidiaries at law or in equity, or before or by a any federal, state, municipal municipal, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignagency, or any professional licensing or disciplinary authority which instrumentality that would adversely affect result in a breach of the transactions contemplated herein or any party's right to enter into representation and warranty set forth in Section 3.2(j) of this Agreement; and (6v) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, will not violate any provision of Buyer's certificate of incorporation or bylaws nor will they result in a breach of or constitute a default by Buyer or any of its subsidiaries under any provision of any material indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree, award, ordinance, regulation, or any other restriction of any kind or character known to such counsel, to which Buyer or any of its subsidiaries is not in default with a party or by which any of them are bound. With respect to any orderthe opinions expressed pursuant to clauses (iv) and (v) of this subparagraph, writ, injunction such opinion may be based upon a certificate or decree certificates of any court an officer or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights officers of Buyer or its subsidiaries and such other matters as such counsel deems appropriate, and such counsel may rely on opinions of other counsel reasonably satisfactory to enter into and perform Shareholders, which opinion is delivered in connection with this Agreement.

Opinion of Counsel for Buyer. An opinion of counsel from Buyer dated as of the Closing, in form and substance reasonably satisfactory to Seller's counsel, and where appropriate with reliance upon a certificate from Buyer or the owner of Buyer to the effect that: (1) Buyer is (i) duly incorporated, validly existing, and in good standing under the laws of the State of OhioIllinois, (ii) duly qualified to transact business in Illinois, and is not required to be so qualified in any other jurisdiction, and (iii) duly empowered and authorized to hold and own its properties and carry on its business as now conducted and as proposed to be conducted. Buyer has the corporate power and authority to execute, deliver and perform this Agreement and all other agreements contemplated hereby. (2) Buyer has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents necessary to consummate the contemplated transaction, and, upon the requisite approvals thereof, all corporate actions of Buyer necessary for such execution, delivery and performance will have been duly taken. (3) The Omega Stock to be issued pursuant to this Agreement has been duly authorized and is validly issued, fully paid and nonassessable. (4) This Agreement and all agreements related to this Agreement have been duly executed and delivered by Buyer and constitute constitutes the legal, valid, and binding agreement of Buyer enforceable in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder, do not require any action or consent of any party other than Buyer pursuant to any contract, agreement or other understanding of Buyer, or pursuant to any order or decree to which Buyer is a party or to which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Buyer or any order of any court or other agency of the government. (54) To the best of such counsel's knowledge, with respect to Buyer there are no actions, suits, claims, proceedings or investigations pending or, to such counsel's knowledge, threatened against Buyer at law or in equity, or before or by a federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any professional licensing or disciplinary authority which would adversely affect effect the transactions contemplated herein or any party's right to enter into this Agreement; and (65) Buyer is not in default with respect to any order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would effect the rights of Buyer to enter into and perform this Agreement.