Common use of Opinion of Counsel for Indenture Trustee Clause in Contracts

Opinion of Counsel for Indenture Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of __________, counsel to the Indenture Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that: (i) The Indenture Trustee has been duly incorporated and is validly existing as a banking corporation under the laws of the State of ___________. (ii) The Indenture Trustee, at the time of its execution and delivery of the Indenture, had full power and authority to execute and deliver the Indenture and has full power and authority to perform its obligations thereunder. (iii) The Indenture has been duly and validly authorized, executed and delivered by the Indenture Trustee and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes the valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights or by general principles of equity. (iv) To the best of such counsel's knowledge, there are no actions, proceedings or investigations pending or threatened against or affecting the Indenture Trustee before or by any court, arbitrator, administrative agency or other governmental authority which, if adversely decided, would materially and adversely affect the ability of the Indenture Trustee to carry out the transactions contemplated in the Indenture. (v) No consent, approval or authorization of, or registration, declaration or filing with, any court or governmental agency or body of the United States of America or any state thereof was or is required for the execution, delivery or performance by the Indenture Trustee of the Indenture. (vi) Each of the Basic Documents to which Indenture Trustee is a party has been duly executed and delivered by Indenture Trustee and constitutes a legal, valid and binding obligation of Indenture Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except that certain of such obligations may be enforceable solely against the [assets of the Trust] and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vii) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture.

Opinion of Counsel for Indenture Trustee. At On the Closing TimeDate, the Underwriters ---------------------------------------- Representative shall have received the favorable opinion, dated as opinion of the Closing Time, of ______________, counsel to the Indenture Trustee, dated the Closing Date and in form and substance satisfactory to counsel for the Underwriters, substantially Representative to the effect that: (i) The Indenture Trustee Chase Manhattan Bank has been duly incorporated and is validly existing as a New York banking corporation corporation, in good standing under the laws of the State of ___________New York with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Indenture Trustee under each Basic Document to which it is a party. (ii) The Indenture Trustee, at the time of its execution and delivery of the Indenture, had full power and authority Each Basic Document to execute and deliver which the Indenture and has full power and authority to perform its obligations thereunder. (iii) The Indenture Trustee is a party has been duly and validly authorized, executed and delivered by the Indenture Trustee and, assuming the due authorization, execution and delivery thereof by the Trusteeother parties thereto, constitutes the will constitute a legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement the enforceability thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights or by general principles of equity. (iv) To the best of such counsel's knowledge, there are no actions, proceedings or investigations pending or threatened against or affecting the Indenture Trustee before or by any court, arbitrator, administrative agency or other governmental authority which, if adversely decided, would materially and adversely affect the ability of the Indenture Trustee to carry out the transactions contemplated in the Indenture. (v) No consent, approval or authorization of, or registration, declaration or filing with, any court or governmental agency or body of the United States of America or any state thereof was or is required for the execution, delivery or performance by the Indenture Trustee of the Indenture. (vi) Each of the Basic Documents to which Indenture Trustee is a party has been duly executed and delivered by Indenture Trustee and constitutes a legal, valid and binding obligation of Indenture Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except that certain of such obligations may be enforceable solely against the [assets of the Trust] and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation reorganization or other similar laws affecting the enforcement of creditors' rights generally, generally and by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiiii) The Senior Notes have been duly executed, authenticated and delivered by the Indenture Trustee in accordance with Trustee. (iv) Neither the terms execution nor delivery by The Chase Manhattan Bank of each Basic Document to which it is a party nor the consummation of any of the Indenturetransactions by the Indenture Trustee contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law governing the banking or trust powers of the Indenture Trustee. (v) The execution and delivery of each Basic Document to which the Indenture Trustee is a party and the performance by the Indenture Trustee of its terms do not conflict with or result in a violation of (A) any federal or state law or regulation governing its banking or trust powers, (B) its Articles of Association or Bylaws or (C) to the best knowledge of such counsel, any indenture, lease or material agreement to which it is a party or to which its assets are subject.

Opinion of Counsel for Indenture Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of __________Timoxxx X. Xxxxxx, counsel xxunsel to the Indenture Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that: (i) The Indenture Trustee has been duly incorporated and is validly existing as a national banking corporation association and is duly qualified to do business and in good standing under the laws of each jurisdiction in which the State performance of ___________its duties under the Indenture would require such qualification and has full corporate power and authority to enter into and perform its obligations under the Indenture. (ii) The Indenture Trustee, at the time of its execution and delivery of the Indenture, had full power and authority to execute and deliver the Indenture and has full power and authority to perform its obligations thereunder. (iii) The Indenture has been duly and validly authorized, executed and delivered by the Indenture Trustee and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes the valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights or by general principles of equity. (iv) To the best of such counsel's knowledge, there are no actions, proceedings or investigations pending or threatened against or affecting the Indenture Trustee before or by any court, arbitrator, administrative agency or other governmental authority (a) asserting the invalidity of each Basic Document to which the Indenture Trustee is a party and (b) which, if adversely decided, would materially and adversely affect the ability of the Indenture Trustee to carry out the transactions contemplated in the IndentureBasic Documents. (v) No consent, approval or authorization of, or registration, declaration or filing with, any court or governmental agency or body of the United States of America or any state thereof was or is required for the execution, delivery or performance by the Indenture Trustee of the IndentureBasic Documents to which the Indenture Trustee is a party. (vi) Each of the Basic Documents to which Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and constitutes a legal, valid and binding obligation of Indenture Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except that certain of such obligations may be enforceable solely against the [assets of the Trust] Trust and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vii) The consummation of the transactions contemplated by the terms of the Basic Documents to which the Indenture Trustee is a party do not conflict with or result in a breach or violation of any material term or provision of, or constitute a default under, (i) the articles of incorporation or bylaws of the Indenture Trustee, (ii) to my knowledge, any indenture or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, (iii) any Minnesota or federal statute or regulation applicable to the Indenture Trustee or (iv) any order known to me of any Minnesota or federal court, regulatory body, administrative agency or governmental body having jurisdiction over the Indenture Trustee. (viii) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture.

Opinion of Counsel for Indenture Trustee. At the Closing Time, the Underwriters Representative shall have received the favorable opinion, dated as opinion of the Closing Time, of __________Sewaxx & Xissxxx XXX, counsel to Banker's Trust, as Indenture Trustee and Trust Agent, dated the Indenture Trustee, Closing Time and in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that: (i) The Indenture Trustee Banker's Trust has been duly incorporated and is validly existing as a national banking corporation corporation, in good standing under the federal laws of the State United States of ___________America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Indenture Trustee under each Transaction Document to which Banker's Trust is a party. (ii) The Indenture Trustee, at the time of its execution and delivery of the Indenture, had full power and authority Each Transaction Document to execute and deliver the Indenture and has full power and authority to perform its obligations thereunder. (iii) The Indenture which Banker's Trust is a party has been duly and validly authorized, executed and delivered by the Indenture Trustee Banker's Trust and, assuming the due authorization, execution and delivery thereof by the Trusteeother parties thereto, constitutes the will constitute a legal, valid and binding obligation of the Indenture Trustee Banker's Trust enforceable against the Indenture Trustee in accordance with its terms, except as enforcement the enforceability thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights or by general principles of equity. (iv) To the best of such counsel's knowledge, there are no actions, proceedings or investigations pending or threatened against or affecting the Indenture Trustee before or by any court, arbitrator, administrative agency or other governmental authority which, if adversely decided, would materially and adversely affect the ability of the Indenture Trustee to carry out the transactions contemplated in the Indenture. (v) No consent, approval or authorization of, or registration, declaration or filing with, any court or governmental agency or body of the United States of America or any state thereof was or is required for the execution, delivery or performance by the Indenture Trustee of the Indenture. (vi) Each of the Basic Documents to which Indenture Trustee is a party has been duly executed and delivered by Indenture Trustee and constitutes a legal, valid and binding obligation of Indenture Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except that certain of such obligations may be enforceable solely against the [assets of the Trust] and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation reorganization or other similar laws affecting the enforcement of creditors' rights generally, generally and by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiiii) The Notes have been duly executed, authenticated and delivered by Banker's Trust, as Indenture Trustee. (iv) Neither the Indenture Trustee in accordance with execution nor delivery by Banker's Trust of each Transaction Document to which it is a party nor the terms consummation of any of the Indenturetransactions by Banker's Trust contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law governing the banking or trust powers of Banker's Trust. (v) The execution and delivery of each Transaction Document to which Banker's Trust is a party and the performance by Banker's Trust of its terms do not conflict with or result in a violation of (A) any federal or state law or regulation governing the banking or trust powers of Banker's Trust, (B) the Articles of Association or Bylaws of Banker's Trust or (C) to the best knowledge of such counsel, any indenture,