Opinion of Counsel for the Owner Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of McGuireWoods LLP, counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:
(i) BONY is duly incorporated and validly existing as a banking corporation under the laws of the State of New York and has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated thereby.
(ii) The Trust Agreement has been duly authorized, executed and delivered by BONY and is the legal, valid and binding agreement of BONY, enforceable against BONY in accordance with its terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditor’s rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
(iii) The Owner Trustee has duly executed and delivered each Basic Document to which the Trust is a party on behalf of the Trust in accordance with the authorization contained in the Trust Agreement.
(iv) Neither the execution, delivery and performance by BONY of the Trust Agreement, the execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Documents to which the Trust is a party, nor the consummation of the transactions contemplated by the foregoing, nor compliance with the terms thereof, will conflict with or result in a breach of, or constitute a default under the charter or bylaws of BONY or any law, rule or regulation of the State of New York governing the banking or trust powers of BONY or, to our knowledge, without independent investigation, any judgment or order of the State of New York applicable to BONY or its properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which BONY is a party or by which it is bound.
(v) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of New York is required by or with respect to BONY for the (A) valid execution, delivery and performance of the Trust Agreement, (B) valid execution and delivery by the Owner Trustee on...
Opinion of Counsel for the Owner Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of [_______________], counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:
(i) [________________] is duly incorporated and validly existing as a [____________] under the laws of [____________] and has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated thereby.
(ii) The Trust Agreement has been duly authorized, executed and delivered by [_______________] and is the legal, valid and binding agreement of [_______________], enforceable against [_______________] in accordance with its terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditor's rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
(iii) The Owner Trustee has duly executed and delivered each Basic Document to which the Trust is a party on behalf of the Trust in accordance with the authorization contained in the Trust Agreement.
(iv) Neither the execution, delivery and performance by [_______________] of the Trust Agreement, nor the consummation of the transactions contemplated thereby, nor compliance with the terms thereof, will conflict with or result in a breach of, or constitute a default under the charter or bylaws of [_______________] or any law, rule or regulation of [____________] governing the banking or trust powers of [____________] or, to our knowledge, without independent investigation, any judgment or order of [____________] applicable to [_______________] or its properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which [_______________] is a party or by which it is bound.
(v) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of [____________] is required by or with respect to [_______________] for the (A) valid execution, delivery and performance of the Trust Agreement, (B) valid execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Docu...
Opinion of Counsel for the Owner Trustee. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriter, substantially to the effect that:
(i) [ ] is a [ ] validly existing under federal law and has the corporate power and authority to execute, deliver and perform its obligations under the Trust Agreement.
(ii) The Trust Agreement has been duly authorized, executed and delivered by [ ].
(iii) [ ] has duly executed and delivered each Basic Document.
(iv) Neither the execution, delivery and performance by [ ] of the Trust Agreement nor the execution, delivery and performance by [ ] of the Basic Documents, will conflict with or result in a breach of, or constitute a default under the organization certificate or bylaws of [ ] or any law, rule or regulation of the State of Delaware or the federal law of the United States governing the trust powers of [ ] or, to such counsel’s knowledge, without independent investigation, any judgment or order of any court, administrative agency or tribunal of the State of Delaware or the United States applicable to [ ] or its properties or, to such counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which [ ] is a party or by which it is bound.
(v) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or authority of the State of Delaware or the United States is required by or with respect to [ ] for (A) the valid execution, delivery and performance of the Trust Agreement, (B) the valid execution and delivery by [ ] of the Basic Documents or (C) the validity or enforceability of the Trust Agreement and the Basic Documents.
(vi) To such counsel’s knowledge, without independent investigation, there are no actions, suits or proceedings pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) affecting [ ] before any court or other government authority of the State of Delaware or the United States which, if adversely determined, would materially and adversely affect the ability of [ ] to carry out the transactions under the Trust Agreement.
Opinion of Counsel for the Owner Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of [ ], counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:
(i) [ ] is duly incorporated and validly existing as a [ ] under the laws of the State of [ ] and has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated thereby.
(ii) The Trust Agreement has been duly authorized, executed and delivered by [ ] and is the legal, valid and binding agreement of [ ], enforceable against [ ] in accordance with its terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditor’s rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
(iii) The Owner Trustee has duly executed and delivered each Basic Document to which the Trust is a party on behalf of the Trust in accordance with the authorization contained in the Trust Agreement.
(iv) Neither the execution, delivery and performance by [ ] of the Trust Agreement, the execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Documents to which the Trust is a party, nor the consummation of the transactions contemplated by the foregoing, nor compliance with the terms thereof, will conflict with or result in a breach of, or constitute a default under the charter or bylaws of [ ] or any law, rule or regulation of the State of [ ] governing the banking or trust powers of [ ] or, to our knowledge, without independent investigation, any judgment or order of the State of [ ] applicable to [ ] or its properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which [ ] is a party or by which it is bound.
(v) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of [ ] is required by or with respect to [ ] for the (A) valid execution, delivery and performance of the Trust Agreement, (B) valid execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Documents to which the Tr...
Opinion of Counsel for the Owner Trustee. Each Participant and the Owner Trustee shall have received an opinion, dated the Delivery Date and in the form of Exhibit A-2 hereto from Ray, Xxxxxxx & Xxxxxxx, special counsel for the Owner Trustee.
