Common use of Opinion of Counsel for the Owner Trustee Clause in Contracts

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 behalf of the Trust of the Basic Documents to which the Trust is a party or (C) validity or enforceability the agreements listed in clauses (A) or (B) of this paragraph, other than the filing of the Certificate of Trust with the Delaware Secretary of State. (vi) To our knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting BONY before any court or other government authority of the State of New York which, if adversely determined, would materially and adversely affect the ability of BONY to carry out the transactions contemplated by 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 McGuireWoods LLPllp, 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 '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 behalf of the Trust of the Basic Documents to which the Trust is a party party, or (C) validity or enforceability the agreements listed in clauses (A) or (B) of this paragraph, other than the filing of the Certificate of Trust with the Delaware Secretary of State. (vi) To our knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting BONY before any court or other government authority of the State of New York which, if adversely determined, would materially and adversely affect the ability of BONY to carry out the transactions contemplated by 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 McGuireWoods LLP, counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that: (i) BONY The Owner Trustee is duly incorporated and validly existing as a banking corporation under the laws of the State of New York Delaware 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 the Owner Trustee and is the legal, valid and binding agreement of BONYthe Owner Trustee, enforceable against BONY the Owner Trustee 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 's rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). (iii) Under the Trust Agreement, the Owner Trustee has the power and authority as Owner Trustee to execute and deliver the Basic Documents to which it is a party on behalf of the Trust. (iv) The Owner Trustee has duly executed and delivered each the Basic Document Documents to which the Trust it is a party on behalf of the Trust in accordance with the authorization contained in the Trust Agreement. (ivv) Neither the execution, delivery and performance by BONY the Owner Trustee 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 it is a party, nor the consummation of the transactions contemplated by the foregoingthereby, 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 the Owner Trustee or any law, rule or regulation of the State of New York Delaware governing the banking or trust powers of BONY the Owner Trustee or, to our knowledge, without independent investigation, any judgment or order of the State of New York Delaware applicable to BONY the Owner Trustee or its properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which BONY the Owner Trustee is a party or by which it is bound. (vvi) 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 Delaware is required by or with respect to BONY the Owner Trustee for the (A) valid execution, delivery and performance of the Trust Agreement, (B) the valid execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Documents to which the Trust it is a party party, or (C) for the validity or enforceability the agreements listed in clauses (A) or (B) of this paragraphthereof, other than the filing of the Certificate of Trust with the Delaware Secretary of StateState of the State of Delaware. (vivii) To our knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting BONY the Owner Trustee before any court or other government authority of the State of New York Delaware which, if adversely determined, would materially and adversely affect the ability of BONY the Owner Trustee to carry out the transactions contemplated by the Trust Agreement. (viii) The Notes have been duly authorized, executed and issued by the Trust.

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 LLPXxxxxxxx, Xxxxxx & Finger, P.A., counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that: (i) BONY Wilmington Trust is duly incorporated and a national banking association validly existing as a banking corporation under the laws of the State of New York federal law and has the corporate power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated therebyAgreement. (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)Wilmington Trust. (iii) The Owner Trustee Wilmington Trust 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 AgreementDocument. (iv) Neither the execution, delivery and performance by BONY Wilmington Trust of the Trust AgreementAgreement nor the execution, the execution delivery and delivery performance by the Owner Trustee on behalf of the Wilmington 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 thereofDocuments, will conflict with or result in a breach of, or constitute a default under the charter organization certificate or bylaws of BONY Wilmington Trust or any law, rule or regulation of the State of New York Delaware or the federal law of the United States governing the banking or trust powers of BONY Wilmington Trust or, to our such counsel’s knowledge, without independent investigation, any judgment or order of any court, administrative agency or tribunal of the State of New York Delaware or the United States applicable to BONY Wilmington Trust or its properties or, to our such counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which BONY Wilmington Trust 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 authority of the State of New York Delaware or the United States is required by or with respect to BONY Wilmington Trust for the (A) the valid execution, delivery and performance of the Trust Agreement, (B) the valid execution and delivery by the Owner Trustee on behalf of the Wilmington Trust of the Basic Documents to which the Trust is a party or (C) the validity or enforceability the agreements listed in clauses (A) or (B) of this paragraph, other than the filing of the Certificate of Trust with Agreement and the Delaware Secretary of StateBasic Documents. (vi) To our such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) affecting BONY Wilmington Trust before any court or other government authority of the State of New York Delaware or the United States which, if adversely determined, would materially and adversely affect the ability of BONY Wilmington Trust to carry out the transactions contemplated by 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 TimeDate, of McGuireWoods LLPRichards, Layton & Finger, P.A., counsel for the Owner Trustee, in form and substance fxxx xxx xxxxxxxxe reasonably satisfactory to counsel for the Underwriters, substantially to the effect that: (i) BONY The Owner Trustee has been duly formed and is duly incorporated and validly existing as a national banking corporation association 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 therebyUnited States. (ii) The Trust Agreement Owner Trustee, at the time of its execution and delivery of the Indenture, had full power and authority to execute and deliver the Basic Documents to which the Owner Trustee is a party (collectively, the "Owner Trustee Agreements") and has been duly authorized, executed full power and delivered by BONY and is the legal, valid and binding agreement of BONY, enforceable against BONY in accordance with authority to perform 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)obligations thereunder. (iii) The Owner Trustee has duly executed and delivered each Basic Document to which the Trust is a party and the Notes on behalf of the Trust in accordance with the authorization contained in the Trust Agreement. (iv) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of Delaware or of the United States having jurisdiction over the banking or trust powers of the Owner Trustee is required by or with respect to the Owner Trustee for the valid execution, delivery and performance of the Trust Agreement, the valid execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Documents to which the Trust is a party, or for the validity or enforceability thereof, other than the filing of the Certificate of Trust with the Delaware Secretary of State. (v) Each of the Owner Trustee Agreements has been duly and validly authorized, executed and delivered by the Owner Trustee and constitutes a legal, valid and binding obligation of the Owner Trustee enforceable against the Owner Trustee in accordance with its respective terms, except that certain of such obligations may be enforceable solely against the Collateral 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). (vi) Neither the execution, delivery and performance by BONY the Owner Trustee 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 foregoingthereby, 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 the Owner Trustee or any law, rule or regulation of the State of New York Delaware or of the United States governing the banking or trust powers of BONY the Owner Trustee or, to our such counsel's knowledge, without independent investigation, any judgment or order of the State of New York Delaware or of the United States applicable to BONY the Owner Trustee or its properties or, to our such counsel's knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which BONY the Owner Trustee 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 behalf of the Trust of the Basic Documents to which the Trust is a party or (C) validity or enforceability the agreements listed in clauses (A) or (B) of this paragraph, other than the filing of the Certificate of Trust with the Delaware Secretary of State. (vivii) To our such counsel's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting BONY the Owner Trustee before any court or other government authority of the State of New York Delaware which, if adversely determined, would materially and adversely affect the ability of BONY the Owner Trustee to carry out the transactions contemplated by the Trust Agreement.

Opinion of Counsel for the Owner Trustee. At the Closing TimeDate, the Underwriters Representative shall have received the favorable opinion, dated as opinion of the Closing Time, of McGuireWoods LLP[___], counsel for to the Owner Trustee, dated the Closing Date and satisfactory in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that: (i) BONY is The Owner Trustee has been duly incorporated and is validly existing as a national banking corporation association, in good standing under the federal laws of the State United States of New York and America (ii) The Owner Trustee has the full power and authority (corporate and other) to executeown its properties and conduct its business, deliver as presently conducted by it, and to enter into and perform its obligations as Owner Trustee under each Basic Document to which it is a party. (iii) The execution and delivery of the Trust Agreement and, on behalf of the Trust, each other Basic Document to which the Owner Trustee is a party, the Certificates and the Notes and the performance by the Owner Trustee of its obligations under the Trust Agreement have been duly authorized by all necessary corporate action and to consummate each has been executed and delivered by the transactions contemplated therebyOwner Trustee. (iiiv) The Trust Agreement has been duly authorized, executed and delivered by BONY and is the legal, constitutes a valid and binding agreement of BONYthe Owner Trustee, enforceable against BONY the Owner Trustee in accordance with its terms, except as the enforcement enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and reorganization or other similar laws relating to or affecting the enforcement of creditor’s creditors’ rights generally and to by general equitable principles of equity (regardless of whether enforcement such enforceability is considered in a proceeding in equity or at law). (iiiv) The Neither the execution nor delivery by the Owner Trustee has duly executed and delivered of each Basic Document to which the Trust it is a party on behalf nor the consummation of any 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 transactions by the Owner Trustee on behalf contemplated thereby require the consent or approval of, the giving of notice to, 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 registration with or result in a breach ofthe taking of any other action with respect to, any governmental authority or constitute a default agency under the charter any existing federal or bylaws of BONY or any law, rule or regulation of the State of New York state law 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 behalf of the Trust of the Basic Documents to which the Trust is a party or (C) validity or enforceability the agreements listed in clauses (A) or (B) of this paragraphTrustee, other than those consents, approvals or authorizations as have been obtained and the filing of the Certificate of Trust with the Delaware Secretary of StateState of the State of Delaware. (vi) To our knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting BONY before any court or other government authority Each of the State of New York whichNotes and the Certificates have been duly executed, if adversely determined, would materially authenticated and adversely affect the ability of BONY to carry out the transactions contemplated delivered by the Trust AgreementOwner Trustee. (vii) The execution and delivery of each Basic Document to which the Owner Trustee is a party and the performance by the Owner Trustee of its terms do not conflict with or result in a violation of the Articles of Association or Bylaws of the Owner Trustee.

Opinion of Counsel for the Owner Trustee. At On the Closing TimeDate, the Underwriters ---------------------------------------- Representative shall have received the favorable opinionopinion of Xxxxxxxx, dated as of the Closing Time, of McGuireWoods LLPXxxxxx & Finger P.A., counsel for to the Owner Trustee, dated the Closing Date and satisfactory in form and substance satisfactory to counsel for the Underwriters, substantially Representative to the effect that: (i) BONY is The Wilmington Trust Company has been duly incorporated and is validly existing as a Delaware banking corporation corporation, in good standing under the laws of the State of New York and has the Delaware with full power and authority (corporate and other) to executeown its properties and conduct its business, deliver as presently conducted by it, and to enter into and perform its obligations as Vehicle Trustee under the Trust Agreement and each Basic Document to consummate the transactions contemplated therebywhich it is a party. (ii) The Trust Agreement Each Basic Document to which the Owner Trustee is a party has been duly authorized, executed and delivered by BONY the Owner Trustee and, assuming the due authorization, execution and is delivery thereof by the other parties thereto, will constitute the legal, valid and binding agreement obligation of BONY, the Owner Trustee enforceable against BONY in accordance with its their respective terms, except as the enforcement enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and reorganization or other similar laws relating to or affecting the enforcement of creditor’s creditors' rights generally and to by general equitable principles of equity (regardless of whether enforcement such enforceability is considered in a proceeding in equity or at law). (iii) The Neither the execution nor delivery by the Owner Trustee has duly executed and delivered of each Basic Document to which the Trust it is a party on behalf nor the consummation of any 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 transactions by the Owner Trustee on behalf contemplated thereby require the consent or approval of, the giving of notice to, 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 registration with or result in a breach ofthe taking of any other action with respect to, any governmental authority or constitute a default agency under the charter any existing federal or bylaws of BONY or any law, rule or regulation of the State of New York state law 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 behalf of the Trust of the Basic Documents to which the Trust is a party or (C) validity or enforceability the agreements listed in clauses (A) or (B) of this paragraphTrustee, other than those consents, approvals or authorizations as have been obtained and the filing of the Certificate of Trust with the Delaware Secretary of State. (vi) To our knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting BONY before any court or other government authority State of the State of New York whichDelaware. (iv) Each of the Senior Notes, if adversely determinedCertificates and the Subordinated Notes have been duly executed, would materially authenticated and adversely affect the ability of BONY to carry out the transactions contemplated delivered by the Trust AgreementOwner Trustee. (v) The execution and delivery of each Basic Document to which the Owner Trustee is a party and the performance by the Owner 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.