Common use of Opinion of Counsel to the Company Clause in Contracts

Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Xxxxx LLP counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that: (i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or thereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of this Agreement, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” and in the Prospectus under the caption “Description of Notes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus or the Prospectus or (ii) the Form T-1. (v) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have led it to believe that (i) the Registration Statement at each “new effective date” with respect to the Debt Securities pursuant to and within the meaning of Rule 430B(f)(2) of the Securities Act Regulations, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Prospectus as of the date of this Agreement and at the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.

Opinion of Counsel to the Company. On the Closing Date, the Underwriters You shall have received an opinion from Xxxxx Xxxxx LLP counsel to the Company, dated on and as of the applicable Closing DateDate a favorable opinion or opinions of counsel for the Company and United States counsel for the Guarantor, in form and substance reasonably satisfactory to the Manager to the effect that: that (i) Assuming the Company has been duly incorporated and is an existing corporation under the laws of [Jurisdiction of Incorporation]; (ii) the Indenture has been duly authorized, executed, executed and delivered by the Company and, assuming due authorization, valid execution, and delivery has been duly executed and delivered by the Trustee, the Indenture is Guarantor and constitutes a valid and legally binding agreement obligation of the CompanyCompany and the Guarantor, enforceable against and the Company in accordance with its termsIndenture has been duly qualified under the Trust Indenture Act of 1939, except to as amended by the extent that Trust Indenture Reform Act of 1990 (x) enforcement thereof may be limited by (i) hereinafter called the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or thereafter in effect“Trust Indenture Act”), (ii) laws limiting rights of indemnity or contribution, or ; (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Offered Securities have been duly authorized by the Companyand, when issued, executed, and authenticated executed in accordance with the provisions terms of the Indenture, Indenture and authenticated and delivered to and duly paid for in accordance with by the applicable provisions of this Purchaser pursuant to the Purchase Agreement, will constitute valid and legally binding obligations of the Debt Securities Company and will be entitled to the benefits of the Indenture Indenture; (iv) the guarantees of the Guarantor endorsed on the Offered Securities (hereinafter called the “Guarantees”) have been duly executed by the Guarantor and, upon due execution, authentication and delivery of the Offered Securities, will be constitute valid and legally binding obligations of the Company, enforceable against the Company Guarantor in accordance with their respective terms, except to the extent that ; (x) enforcement thereof may be limited by (iv) the laws of bankruptcyPurchase Agreement has been duly authorized, insolvencyexecuted and delivered by the Company and has been duly executed and delivered by the Guarantor and, reorganizationassuming the due authorization, fraudulent conveyance, moratorium, execution and delivery hereof by or similar laws relating to or affecting creditors’ rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 on behalf of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” Purchaser and in the Prospectus under the caption “Description of Notes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent assuming that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time neither the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and nor the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus or the Prospectus or (ii) the Form T-1. (v) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws of the Company or (B) subject to the Company’s compliance with contains any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have led it to believe that (i) the Registration Statement at each “new effective date” with respect to the Debt Securities pursuant to and within the meaning of Rule 430B(f)(2) of the Securities Act Regulations, contained an untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, constitutes a valid and legally binding agreement of the Company and the Guarantor in accordance with its terms; (iivi) the Pricing Disclosure Package execution and delivery of the Purchase Agreement by the Company and the Guarantor, the execution and delivery of the Indenture by the Company and the Guarantor and the issuance and sale of the Offered Securities by the Company as provided in the Indenture and in the Purchase Agreement do not result in any violation of any of the terms or provisions of any indenture, mortgage or other agreement or instrument known to such counsel by which the Company is bound; (vii) no consent, approval, authorization or order of, or filing with, any regulatory authority in the United States of America [or Other Jurisdiction of Company] is legally required for the execution of the Indenture, the issuance and sale of the Offered Securities to the Purchaser pursuant to the Purchase Agreement or the execution of the Guarantees by the Guarantor, other than the filings with, and the orders of, the Securities and Exchange Commission in connection with the registration of the Offered Securities and of the Guarantees under the Securities Act of 1933 (hereinafter called the “Act”) and the qualification of the Indenture under the Trust Indenture Act, except that the offer and sale of the Offered Securities in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions; and (viii) the Registration Statement and the Prospectus, as of the Applicable Time effective date of the Registration Statement, appeared on their face to be appropriately responsive in all material respects to the requirements of the Act, the Trust Indenture Act and the applicable rules and regulations of the Securities and Exchange Commission thereunder, and such counsel do not believe that the Registration Statement or the Prospectus, on such effective date, contained an any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and (iii) the Prospectus as of the date of this Agreement and at the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to . Such opinion may state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no belief with respect to (i) do not assume any responsibility for the documents incorporatedaccuracy, completeness or deemed to be incorporated, by reference fairness of the statements contained in the Registration Statement, Statement and Prospectus except for those made under the Pricing Disclosure Package caption “Description of Debt Securities and Guarantees” insofar as they relate to provisions of documents therein described; and that they do not express any opinion or belief as to the financial statements or other financial data contained in the Registration Statement and the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package or the Prospectus or (iii) the exhibits as to the Registration Statementstatement of the eligibility and qualification of the Trustee under the Indenture. In giving the foregoing opinion, including to the Form T-1extent that it involves matters governed by the laws of the United Kingdom, counsel may state that they have assumed that any document referred to above has been duly authorized, executed and delivered pursuant to English law and may rely upon the opinion of the Group General Counsel of the Guarantor (or other United Kingdom counsel pursuant to Article IV(c) of the Purchase Agreement) and may state that their opinion is, insofar as such laws are concerned, subject to the exceptions and qualifications contained in the opinion of such Group General Counsel (or other United Kingdom counsel).

Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Xxxxx LLP LLP, counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that: (i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or thereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of this Agreement, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” and in the Prospectus under the caption “Description of Notes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The statements in the Pricing Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” insofar as such statements constitute a summary of the United States federal income tax laws referred to therein, are true, correct and complete in all material respects. (v) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus or the Prospectus or (iiiii) the Form T-1. (vvi) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws Amended and Restated Bylaws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have led it to believe that (i) the Registration Statement at each “new effective date” with respect to the Debt Securities pursuant to and within the meaning of Rule 430B(f)(2) of the Securities Act Regulations, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Prospectus as of the date of this Agreement and at the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.

Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx, Xxxxx Xxxxx LLP & Xxxxx, counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that: (i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ ' rights generally (whether now or thereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of the Prospectus and this Agreement, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ ' rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “captions "Description of Our the Debt Securities” " and in the Prospectus under the caption “"Description of Notes,” " insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations rules and regulations of the Commission thereunder and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus Statement or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus Statement or the Prospectus or (ii) the Form T-1. (v) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has they have participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has have made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s 's attention that have led it them to believe that (i) the Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at each “new effective date” with respect to the Debt Securities pursuant to and within time the meaning of Rule 430B(f)(2) of Company filed its Annual Report on Form 10-K for the Securities Act Regulationsfiscal year ended December 30, 2000, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact misleading or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) that the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no opinion or belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.

Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Xxxxx LLP Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that: (i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ ' rights generally (whether now or thereafter hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of the Prospectus and this Agreement, the Debt Securities Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ ' rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “captions "Description of Our the Debt Securities” " and in the Prospectus under the caption “"Description of Notes,” " insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) Although the discussion set forth in the Prospectus under the heading "Certain United States Federal Tax Considerations" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, based upon current law and subject to the qualifications set forth therein. (v) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations rules and regulations of the Commission thereunder and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus Statement or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus Statement or the Prospectus or (ii) the Form T-1. (v) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has they have participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has have made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s 's attention that have led it them to believe that (i) the Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at each “new effective date” with respect to the Debt Securities pursuant to and within time the meaning of Rule 430B(f)(2) of Company filed its Annual Report on Form 10-K for the Securities Act Regulationsfiscal year ended December 27, 1997, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact misleading or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) that the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no opinion or belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.

Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Xxxxx LLP counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that: (i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or thereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of this Agreement, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” and in the Prospectus under the caption “Description of Notesnotes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The statements in the Pricing Prospectus under the caption “Material U.S. federal income tax considerations,” insofar as such statements constitute a summary of the United States federal income tax laws referred to therein, are true, correct and complete in all material respects. (v) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus or the Prospectus or (iiiii) the Form T-1. (vvi) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have led it to believe that (i) the Registration Statement at each “new effective date” with respect to the Debt Securities pursuant to and within the meaning of Rule 430B(f)(2) of the Securities Act Regulations, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Prospectus as of the date of this Agreement and at the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.

Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that: (i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or thereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of this Agreement, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” and in the Prospectus under the caption “Description of Notes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus or the Prospectus or (ii) the Form T-1. (v) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-KK for the year ended December 31, 2005, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have led it to believe that (i) the Registration Statement at each “new effective date” with respect to the Debt Securities pursuant to and within the meaning of Rule 430B(f)(2) of the Securities Act Regulations, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Prospectus as of the date of this Agreement and at the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no opinion or belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.

Opinion of Counsel to the Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Xxxxx LLP counsel to the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to the Manager to the effect that: (i) Assuming the Indenture has been duly authorized, executed, and delivered by the Company and, assuming due authorization, valid execution, and delivery by the Trustee, the Indenture is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or thereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (ii) Assuming the Debt Securities have been duly authorized by the Company, when issued, executed, and authenticated in accordance with the provisions of the Indenture, and delivered to and duly paid for in accordance with the applicable provisions of this Agreement, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof may be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting creditors’ rights generally (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding at law or in equity), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” and in the Prospectus under the caption “Description of Notes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The statements in the Pricing Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” insofar as such statements constitute a summary of the United States federal income tax laws referred to therein, are true, correct and complete in all material respects. (v) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus or the Prospectus or (iiiii) the Form T-1. (vvi) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws Amended and Restated Bylaws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have led it to believe that (i) the Registration Statement at each “new effective date” with respect to the Debt Securities pursuant to and within the meaning of Rule 430B(f)(2) of the Securities Act Regulations, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Prospectus as of the date of this Agreement and at the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.

Opinion of Counsel to the Company. On the Closing Datedate hereof, the Underwriters Agents shall have received an opinion from Xxxxx Xxxxx LLP Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx, counsel to the Company, dated as of the applicable Closing Date, date hereof and in form and substance reasonably satisfactory to counsel for the Manager Agents to the effect that: (i) Assuming The Company [Disney] and each of the Significant Subsidiaries is a corporation validly existing and in good standing under the laws of its state of incorporation. (ii) The Company [and Disney each] has full corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture [and in the case of the Company,] to borrow money as contemplated in this Agreement and the Indenture, and to issue, sell and deliver the Notes. (iii) This Agreement has been duly authorized, executed and delivered by the Company [and Disney]. (iv) The Indenture has been duly authorized, executed, executed and delivered by the Company and, [and Disney] and (assuming due authorization, valid execution, execution and delivery by the Trustee, the Indenture ) is a valid and binding agreement of the Company, Company [and Disney] enforceable against the Company [and Disney] in accordance with its terms, except to the extent that (x) enforcement thereof such enforceability may be limited by (iA) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ ' rights generally (whether now or thereafter in effect)generally, (iiB) laws limiting rights of indemnity or contribution, or (iii) equitable general principles of general applicability equity (regardless of whether enforceability enforcement is considered sought in a proceeding in equity or at law or in equitylaw) and (yC) the waiver contained in as to Section 6.12 of the Indenture may be deemed unenforceableIndenture. (iiv) Assuming No consent or approval of any United States governmental authority or other United States person or United States entity is required in connection with the Debt Securities have been duly authorized issuance or sale of the Notes other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes are to be offered or sold. (vi) [(a)] The Notes, when executed by the Company, when issued, executed, Company and authenticated in accordance with the provisions terms of the IndentureIndenture (assuming the due authorization, execution and delivered delivery of the Indenture by the Trustee) and issued to and duly paid for in accordance with by the applicable provisions of this Agreementpurchasers thereof, the Debt Securities will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except to the extent that (x) enforcement thereof such enforceability may be limited by (iA) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ ' rights generally and (whether now or hereafter in effect), (iiB) laws limiting rights of indemnity or contribution, or (iii) equitable general principles of general applicability equity (regardless of whether enforceability such enforcement is considered sought in a proceeding in equity or at law or in equitylaw), and (y) the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable. (iii) The statements in the Pricing Prospectus under the caption “Description of Our Debt Securities” and in the Prospectus under the caption “Description of Notes,” insofar as they purport to summarize certain provisions of the Indenture and the Debt Securities, are in all material respects accurate summaries of such provisions [; and, to the extent that such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, are accurate and complete in all material respects. (iv) The Registration Statement (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the time the Registration Statement became effective, the Pricing Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), at the Applicable Time, and the Prospectus (excluding the documents incorporated, or deemed to be incorporated, by reference therein), as of the date of this Agreement and at the Closing Date, each appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act, except that in each case such counsel need not express an opinion as to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Prospectus or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Prospectus or the Prospectus or (ii) the Form T-1. (v) The execution and delivery of this Agreement by the Company, the issuance and sale of the Debt Securities, and the performance by the Company of its obligations under this Agreement, the Debt Securities and the Indenture, as the case may be, will not conflict with or constitute a breach or violation of or default (with the passage of time or otherwise) under (A) the Restated Articles of Incorporation or By-Laws of the Company or (B) subject to the Company’s compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus (other than as provided in subparagraphs (iii) and (iv) above) and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel’s attention that have led it to believe that (i) the Registration Statement at each “new effective date” with respect to the Debt Securities pursuant to and within the meaning of Rule 430B(f)(2) of the Securities Act Regulations, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Prospectus as of the date of this Agreement and at the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need express no belief with respect to (i) the documents incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the Registration Statement, the Pricing Disclosure Package or the Prospectus or (iii) the exhibits to the Registration Statement, including the Form T-1.