Common use of Opinion of Counsel for the Seller Clause in Contracts

Opinion of Counsel for the Seller. Simultaneously with the execution of this Agreement, Buyer is receiving from Jxxxx X. Xxxxxxx, Esq., counsel for the Seller, a favorable opinion, dated the date hereof, to the effect that: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite power to carry on its business as now being conducted and to execute, deliver and perform this Agreement; (b) Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned, operated or leased by it makes such qualification necessary; (c) this Agreement has been duly authorized by all necessary corporate action on the part of the Seller, has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller in accordance with its terms; (d) the Shares have been duly authorized and are validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (e) the Reevaluation Shares have been duly authorized and validly reserved for issuance upon reevaluation of the 1987 Assets, and will be, if and when issued upon such reevaluation, duly authorized and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (f) no authorization, approval, consent or order of any court or tribunal or any Federal, state or governmental body and no consent, approval or authorization of any person (including the stockholders of the Seller) is required in connection with the execution, delivery and performance by Seller of this Agreement, the issuance, sale and delivery of the Shares and the Reevaluation Shares, and the consummation of the transactions contemplated hereby; (g) neither the execution, delivery or performance by Seller of this Agreement, nor compliance by Seller with the terms and provisions hereof, will conflict with, or result in breach of the terms, conditions or provisions of, or will constitute a default under, the Certificate of Incorporation or By-laws of Seller or any agreement or instrument known to such counsel to which Seller is a party or by which Seller or any of its properties or assets is bound; (h) there are no actions, suits or proceedings pending or, to the knowledge of such counsel, threatened against the Seller before any court or administrative agency, which, if adversely decided, will result in any material adverse change in the business or financial condition of the Seller or which questions the validity of this Agreement or the Shares or the Reevaluation Shares issuable hereunder; (i) the issuance, sale and delivery of the Shares and Reevaluation Shares under the circumstances contemplated by this Agreement constitute exempted transactions under the Securities Act of 1933; and (j) as to such other matters incident to the transactions contemplated hereby as Buyer may reasonably request.

Opinion of Counsel for the Seller. Simultaneously with the execution The Buyer shall have received --------------------------------- an opinion of this Agreement, Buyer is receiving from Jxxxx X. Xxxxxxx, Esq., counsel for the Seller, a favorable opinionSeller and the Shareholder, dated the date hereofClosing Date, in form and substance satisfactory to the Buyer and its counsel, to the effect that: : (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; the State of Delaware, Seller has all requisite corporate power to enter into this Agreement and to perform its obligations hereunder; and the Seller has all requisite corporate power and authority to own, lease and operate its properties as now owned, leased and operated, to carry on its business as now being conducted and to execute, deliver and perform this Agreement; conducted. (b) The execution, delivery and performance by the Seller is duly qualified of this Agreement and the other documents as required hereby to do business as a foreign corporation be executed by the Seller and is in good standing in each jurisdiction in which the nature consummation of the business conducted by it or the property owned, operated or leased by it makes such qualification necessary; (c) this Agreement has transactions contemplated hereby and thereby have been duly and effectively authorized by all necessary corporate action on the part of the Seller, has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller in accordance with its terms; . (dc) the Shares have been duly authorized and are validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (e) the Reevaluation Shares have been duly authorized and validly reserved for issuance upon reevaluation of the 1987 Assets, and will be, if and when issued upon such reevaluation, duly authorized and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (f) no authorization, approval, consent or order of any court or tribunal or any Federal, state or governmental body and no consent, approval or authorization of any person (including the stockholders of the Seller) is required in connection with the The execution, delivery and performance by Seller of this Agreement, Agreement by the issuance, sale and delivery of the Shares Seller and the Reevaluation Shares, Shareholder and the consummation of the transactions contemplated hereby; hereby do not require the consent, approval, authorization, license, order or permit of any person or public authority (g) neither except those consents, approvals, authorizations, licenses, orders and permits which have been duly obtained, specifying the executionsame), delivery do not violate, with or performance by without the giving of notice or the passage of time, or both, any provision of law now applicable to the Seller of this Agreement, nor compliance by Seller and do not conflict with the terms and provisions hereof, will conflict with, or result in a breach or termination of the terms, conditions or provisions any provision of, or will constitute a default under, or result in the Certificate creation of Incorporation any lien, charge, or By-laws encumbrance upon any of the properties or assets of the Seller or the Shareholder pursuant to, any corporate charter, bylaws, indenture, mortgage, deed of trust, lease, contract, agreement or instrument other instrument, or any order, judgment, award, decree, statute, ordinance, regulation or any other restrictions of any kind or character, known to such counsel counsel, to which the Seller or the Shareholder is a party or by which the Seller or the Shareholder or any of its their respective assets or properties may be bound and will not result in a violation of the Seller's Articles of Incorporation or assets Bylaws. (d) This Agreement and the other documents the Seller is bound; required to execute hereunder have been duly executed by the Seller and are the valid, legally binding and enforceable obligations of the Seller, except as the same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally or the exercise of judicial discretion in the application of principles of equity in appropriate cases. (he) The Shareholder has the legal capacity to execute and deliver this Agreement and any other documents required to be executed and delivered by the Shareholder hereunder, to perform her obligations hereunder and thereunder and to consummate the transactions contemplated thereby. This Agreement and the other documents required to be delivered by the Shareholder hereunder constitute the valid and legally binding obligations of the Shareholder, enforceable against the Shareholder in accordance with the respective terms of said agreements, except as the same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally. (f) Except as disclosed in Section 4.11 of the Disclosure ------------------------------ Schedule, to the best knowledge of such counsel, there are no actions, suits or -------- proceedings pending or, to the knowledge of such counsel, threatened against or affecting the Seller at law or in equity or in admiralty, or before or by any court United States, state, municipal or administrative other governmental or non-governmental department, commission, board, bureau, agency, whichor instrumentality, if adversely decidednor does such counsel know of any facts which would provide a basis for any such action, will result in any material adverse change in the business suit or financial condition of the Seller or which questions the validity of this Agreement or the Shares or the Reevaluation Shares issuable hereunder; (i) the issuance, sale and delivery of the Shares and Reevaluation Shares under the circumstances contemplated by this Agreement constitute exempted transactions under the Securities Act of 1933; and (j) as to such other matters incident to the transactions contemplated hereby as Buyer may reasonably requestproceeding.

Opinion of Counsel for the Seller. Simultaneously with the execution The Buyer shall have received an opinion of this Agreement, Buyer is receiving from Jxxxx X. XxxxxxxE. Xxxxx Xxxx, Esq., counsel for the Seller, a favorable opinion, dated the date hereofof the Closing and addressed to the Buyer, to substantially the effect that: (a) Seller is a corporation : i. The Seller, the Guarantor and the Company are corporations duly organized, validly existing and in good standing under the laws of the State their respective states of Delaware, has incorporation and each have all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. ii. The Seller has full corporate power, authority and legal right to execute and deliver, and to executecarry out the transactions contemplated by, deliver and perform this Agreement; (b) Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned, operated or leased by it makes such qualification necessary; (c) this Agreement has been duly authorized and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto; all necessary corporate action actions required to be taken by or on the part of the Seller, has Seller to authorize it to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby have been duly and validly taken; and this Agreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto have been duly and validly executed and delivered by the Seller and constitute the valid and binding obligations of the Seller enforceable in accordance with their respective terms, subject to bankruptcy, equity, etc. The Guarantor has full corporate power, authority and legal right to execute and deliver the guarantee as set forth on the signature page of this Agreement; all corporate action required to be taken to authorize it to execute and deliver the guarantee have been duly and validly taken; and the guarantee has been duly and validly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of Seller the Guarantor enforceable in accordance with its terms; (d) , subject to bankruptcy, equity, etc. iii. The execution and delivery by the Shares have been duly authorized and are validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (e) the Reevaluation Shares have been duly authorized and validly reserved for issuance upon reevaluation of the 1987 Assets, and will be, if and when issued upon such reevaluation, duly authorized and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (f) no authorization, approval, consent or order of any court or tribunal or any Federal, state or governmental body and no consent, approval or authorization of any person (including the stockholders of the Seller) is required in connection with the execution, delivery and performance by Seller of this AgreementAgreement and the agreements, documents and instruments to be executed and delivered by the Seller pursuant hereto, the issuance, sale and delivery of consummation by the Shares and the Reevaluation Shares, and the consummation Seller of the transactions contemplated hereby; (g) neither the execution, delivery or performance by Seller of this Agreement, nor compliance by Seller thereby will not conflict with the terms and provisions hereof, will conflict with, or result in a breach of any provision of the terms, conditions or provisions of, or will constitute a default under, the Certificate Articles of Incorporation or By-laws Laws of the Seller or the Company, or violate any agreement court order, writ, injunction or instrument known decree applicable to such counsel to which Seller is a party the Seller, the Company or by which Seller or any of its properties or assets is bound; (h) there the Shares. iv. There are no actions, suits or proceedings pending or, to the knowledge best of such counsel's knowledge, threatened before any court against the Seller before any court or administrative agency, which, if adversely decided, will result in any material adverse change in which seek to prevent the business or financial condition consummation of the Seller or which questions the validity of this Agreement or the Shares or the Reevaluation Shares issuable hereunder; (i) the issuance, sale and delivery of the Shares and Reevaluation Shares under the circumstances transactions contemplated by this Agreement constitute exempted transactions under the Securities Act of 1933; and (j) as to such other matters incident to the transactions contemplated hereby as Buyer may reasonably requestAgreement.

Opinion of Counsel for the Seller. Simultaneously with the execution The Buyer shall have received an --------------------------------- opinion of this Agreement, Buyer is receiving from Jxxxx X. Xxxxxxx, Esq., counsel for the Seller, a favorable opinionSeller and the Shareholders, dated the date hereofClosing Date, in form and substance satisfactory to the Buyer and its counsel, to the effect that: : (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; the State of Delaware, Seller has all requisite corporate power to enter into this Agreement and to perform its obligations hereunder; and the Seller has all requisite corporate power and authority to own, lease and operate its properties as now owned, leased and operated, to carry on its business as now being conducted and to execute, deliver and perform this Agreement; conducted. (b) The execution, delivery and performance by the Seller is duly qualified of this Agreement and the other documents as required hereby to do business as a foreign corporation be executed by the Seller and is in good standing in each jurisdiction in which the nature consummation of the business conducted by it or the property owned, operated or leased by it makes such qualification necessary; (c) this Agreement has transactions contemplated hereby and thereby have been duly and effectively authorized by all necessary corporate action on the part of the Seller, has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller in accordance with its terms; . (dc) the Shares have been duly authorized and are validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (e) the Reevaluation Shares have been duly authorized and validly reserved for issuance upon reevaluation of the 1987 Assets, and will be, if and when issued upon such reevaluation, duly authorized and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof; (f) no authorization, approval, consent or order of any court or tribunal or any Federal, state or governmental body and no consent, approval or authorization of any person (including the stockholders of the Seller) is required in connection with the The execution, delivery and performance by Seller of this Agreement, Agreement by the issuance, sale and delivery of the Shares Seller and the Reevaluation Shares, Shareholders and the consummation of the transactions contemplated hereby; hereby do not require the consent, approval, authorization, license, order or permit of any person or public authority (g) neither except those consents, approvals, authorizations, licenses, orders and permits which have been duly obtained, specifying the executionsame), delivery do not violate, with or performance by without the giving of notice or the passage of time, or both, any provision of law now applicable to the Seller of this Agreement, nor compliance by Seller and do not conflict with the terms and provisions hereof, will conflict with, or result in a breach or termination of the terms, conditions or provisions any provision of, or will constitute a default under, or result in the Certificate creation of Incorporation any lien, charge, or By-laws encumbrance upon any of the properties or assets of the Seller or the Shareholders pursuant to, any corporate charter, bylaws, indenture, mortgage, deed of trust, lease, contract, agreement or instrument other instrument, or any order, judgment, award, decree, statute, ordinance, regulation or any other restrictions of any kind or character, known to such counsel counsel, to which the Seller or either Shareholder is a party or by which the Seller or either Shareholder or any of its their respective assets or properties may be bound and will not result in a violation of the Seller's Articles of Incorporation or assets Bylaws. (d) This Agreement and the other documents the Seller is bound; required to execute hereunder have been duly executed by the Seller and are the valid, legally binding and enforceable obligations of the Seller, except as the same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally. (he) Each of the Shareholders has the legal capacity to execute and deliver this Agreement and any other documents required to be executed and delivered by the Shareholders hereunder, to perform their obligations hereunder and thereunder and to consummate the transactions contemplated thereby. This Agreement and the other documents required to be delivered by the Shareholders hereunder constitute the valid and legally binding obligations of each Shareholder, enforceable against each such Shareholder in accordance with the respective terms of said agreements, except as the same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally or the exercise of judicial discretion in the application of principles of equity in appropriate cases. (f) Except as disclosed in Section 4.11 of the Disclosure Schedule, to the best knowledge of such counsel there are no actions, suits or proceedings pending or, to the knowledge of such counsel, threatened against or affecting the Seller at law or in equity or in admiralty, or before or by any court United States, state, municipal or administrative other governmental or non-governmental department, commission, board, bureau, agency, whichor instrumentality, if adversely decidednor does such counsel know of any facts which would provide a basis for any such action, will result in any material adverse change in the business suit or financial condition of the Seller or which questions the validity of this Agreement or the Shares or the Reevaluation Shares issuable hereunder; (i) the issuance, sale and delivery of the Shares and Reevaluation Shares under the circumstances contemplated by this Agreement constitute exempted transactions under the Securities Act of 1933; and (j) as to such other matters incident to the transactions contemplated hereby as Buyer may reasonably requestproceeding.