Common use of Opinion of Independent Counsel Clause in Contracts

Opinion of Independent Counsel. MGE shall have been ------------------------------ furnished with an opinion of independent counsel for WPSC, dated as of the date of the closing, to the effect that: (a) WPSC is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin and has corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance by WPSC of this Agreement have been duly authorized by all necessary corporate action on the part of WPSC, do not contravene the Articles of Incorporation or Bylaws of WPSC, and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract or other instrument to which WPSC is a party or by which WPSC is bound; and this Agreement constitutes a legal, valid and binding obligation of WPSC enforceable in accordance with its terms, except as limited by general principles of equity, and applicable bankruptcy, insolvency, reorganization or similar laws at the time in effect; (c) there are no actions, suits, proceedings pending or, to the best knowledge of such counsel (having made diligent inquiry with respect thereto), threatened against or affecting WPSC before any court or administrative body or agency which might materially adversely affect the ability of WPSC to perform its obligations under this Agreement; (d) the instruments executed by WPSC in connection with the Closing have been duly authorized, executed and delivered by WPSC and are effective for the purposes for which they have been given under this Agreement; and (e) the instruments delivered to MGE to convey the interests in property required to be conveyed to MGE at the Closing have been duly authorized, executed and delivered and are effective to make the conveyance purported to be made.

Opinion of Independent Counsel. MGE WPSC shall have been ------------------------------ furnished with an opinion of independent counsel for WPSCMGE, dated as of the date of the closing, to the effect that: (a) WPSC MGE is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin and has corporate power and authority to convey its interest in the Nuclear Plant to be transferred by it hereunder, to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance by WPSC MGE of this Agreement have been duly authorized by all necessary corporate action on the part of WPSCMGE, do not contravene the Articles of Incorporation or Bylaws of WPSCMGE, and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract or other instrument to which WPSC MGE is a party or by which WPSC MGE is bound; and this Agreement constitutes a legal, valid and binding obligation of WPSC MGE enforceable in accordance with its terms, except as limited by general principles of equity, and applicable bankruptcy, insolvency, reorganization or similar laws at the time in effect; (c) there are no actions, suits, proceedings pending or, to the best knowledge of such counsel (having made diligent inquiry with respect thereto), threatened against or affecting WPSC MGE before any court or administrative body or agency which might materially adversely affect the ability of WPSC MGE to perform its obligations under this Agreement; (d) the conveyances and instruments executed by WPSC MGE in connection with the Closing have been duly authorized, executed and delivered by WPSC MGE and are effective for to vest in WPSC good and marketable title in and to the purposes for which they have been given under this Agreementinterest required to be conveyed to MGE hereunder in the Nuclear Plant; and (e) the instruments delivered to MGE WPSC to convey MGE's interest in the interests in property required to be conveyed to MGE at the Closing Nuclear Plant have been duly authorized, executed and delivered and are effective to make the conveyance purported to be made.