Common use of Opinion of Legal Counsel Clause in Contracts

Opinion of Legal Counsel. The Purchaser shall have caused to be delivered to the Shareholders an opinion of Snell & Smith, A Professional Xxxporxxxxx, legal counsel for the Purchaser and the Acquisition Subsidiary, dated the Closing Date, to the effect that: (i) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into and perform its obligations under this Agreement and the Plan of Merger; and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite corporate power to enter into and perform its obligations under this Agreement and the other documents contemplated herein to be executed and delivered by the Acquisition Subsidiary (as shall be specified in such opinion); (ii) the execution, delivery and performance by the Purchaser and the Acquisition Subsidiary of this Agreement and such other documents have been duly authorized and approved by all necessary corporate action required on their part; (iii) this Agreement is, and upon execution and delivery as herein provided such other documents will be, valid and binding upon the Purchaser and the Acquisition Subsidiary, enforceable against the Purchaser and the Acquisition Subsidiary in accordance with their respective terms; (iv) neither the execution, delivery or performance by the Purchaser or the Acquisition Subsidiary of this Agreement or any of such other documents will conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, the Certificate of Incorporation or Bylaws of the Purchaser, the Articles of Incorporation or Bylaws of the Acquisition Subsidiary or under any loan or credit agreement, indenture, mortgage, deed of trust or other contract or agreement known to such counsel and to which the Purchaser or the Acquisition Subsidiary is a party or by which they or their respective properties are bound, or violate any order, writ, injunction or decree known to such counsel and of any court, administrative agency or governmental body; and (v) except as specified in such opinion, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body, federal, state or local, is necessary or required in connection with the execution and delivery by the Purchaser or the Acquisition Subsidiary of this Agreement or any of such other documents, or the performance of its obligations hereunder or thereunder. Such opinion may, as to matters of fact, be given in reliance upon certificates of officers of the Purchaser and the Acquisition Subsidiary, and on certificates of public officials, copies of which shall be provided to the Shareholder at Closing. Any opinion as to the enforceability of any document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights and by principles of equity. Such opinion may be limited to federal law, the General Corporation Law of the State of Delaware and the internal laws of the State of Texas.

Opinion of Legal Counsel. The Purchaser IBC shall have caused deliver to be delivered to the Shareholders MSB an opinion of Snell & Smith, A Professional Xxxporxxxxx, legal counsel for the Purchaser and the Acquisition Subsidiarycounsel, dated the Closing DateEffective Time, in form and substance reasonably satisfactory to MSB and its counsel, to the effect that: : (i) the Purchaser is a corporation IBC and New Bank are duly organizedorganized or incorporated, are validly existing and in good standing under according to the laws under which they were created; (ii) the number of the State authorized and issued and outstanding capital shares of DelawareIBC is as represented in, and has all requisite corporate power to enter into and perform its obligations under or permitted by, this Agreement and the Plan of MergerConsolidation Agreement; and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite corporate power to enter into and perform its obligations under this Agreement and the other documents contemplated herein to be executed and delivered by the Acquisition Subsidiary (as shall be specified in such opinion); (ii) the execution, delivery and performance by the Purchaser and the Acquisition Subsidiary of this Agreement and such other documents have been duly authorized and approved by all necessary corporate action required on their part; (iii) the shares of IBC Common Stock deliverable pursuant to this Agreement iswill be duly authorized and, and upon execution issuance and delivery as herein provided such other documents will be, valid and binding upon the Purchaser and the Acquisition Subsidiary, enforceable against the Purchaser and the Acquisition Subsidiary in accordance with their respective terms; the terms hereof and thereof, will be validly issued, fully paid and nonassessable; (iv) neither the executionIBC Common Stock to be issued in the Consolidation shall have been qualified or exempted under all applicable state securities or blue sky laws, delivery or performance by and shall have been approved for listing on the Purchaser or the Acquisition Subsidiary of this Agreement or any of such other documents will conflict with or result in a violation or breach of any term or provision ofNasdaq Stock Market, nor constitute a default under, the Certificate of Incorporation or Bylaws of the Purchaser, the Articles of Incorporation or Bylaws of the Acquisition Subsidiary or under any loan or credit agreement, indenture, mortgage, deed of trust or other contract or agreement known subject to such counsel and to which the Purchaser or the Acquisition Subsidiary is a party or by which they or their respective properties are bound, or violate any order, writ, injunction or decree known to such counsel and of any court, administrative agency or governmental bodyofficial notice thereof; and (v) except as specified set forth in such opinion, to the best of counsel's knowledge, IBC is not a party to or affected by any material adverse pending litigation, proceeding or investigation before any court or by or before any federal, state, municipal or other governmental department, commission, board or agency nor has any such litigation, proceeding or investigation been expressly threatened against IBC; (vi) this Agreement and the Consolidation Agreement have been duly and validly authorized, executed and delivered by such party and are binding and enforceable according to their terms; and (vii) no authorizationconsents or approvals of, approval or consent of filings or declaration or filing with registrations with, any governmental authority or regulatory body, federal, state or local, is entity are necessary or required in connection with the execution and delivery by the Purchaser IBC or the Acquisition Subsidiary New Bank of this Agreement and the Consolidation Agreement and the consummation by IBC and New Bank of the transactions contemplated thereby that have not been received or any obtained as of the date hereof, except where the failure to obtain such other documentsconsent or approval or to make such filing or registration will not have or be reasonably likely to have a Material Adverse Effect on IBC. In rendering such opinions, or the performance of its obligations hereunder or thereunder. Such opinion may, counsel may rely as to certain factual matters of fact, be given in reliance upon certificates of officers of the Purchaser and the Acquisition Subsidiary, and on certificates of one or more officers of IBC and of public officials, copies of which shall be provided to the Shareholder at Closing. Any opinion as to the enforceability of any document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights and by principles of equity. Such opinion may be limited to federal law, the General Corporation Law of the State of Delaware and the internal laws of the State of Texas.

Opinion of Legal Counsel. The Purchaser You shall have caused to be delivered to the Shareholders received an opinion dated the effective date of Snell & Smiththe Registration Statement, A Professional Xxxporxxxxx, legal counsel for the Purchaser and the Acquisition Subsidiary, an updated version of such opinion dated the Closing Date, satisfactory in form and substance to you and your counsel, from Akerman, Senterfitt & Eidson, P.A., counsel for the Company, xx xhe effect that: (i) Each of the Purchaser Company and its subsidiaries is a corporation duly organized, validly existing and existing, in good standing under the laws of the State jurisdiction of Delawareits respective incorporation and is registered or qualified in good standing to do business as a foreign corporation in each jurisdiction wherein the Company and its subsidiaries own or lease any properties or conduct any business and in which the failure to so qualify, could, in the aggregate, have a material adverse effect on the business, properties or results of operations of the Company and its subsidiaries taken as a whole. To such counsel's knowledge after investigation, each of the Company and its subsidiaries has corporate power and authority to own and lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company has no subsidiaries to the knowledge of such counsel after investigation other than those disclosed in the Registration Statement and the Prospectus. (ii) The Registration Statement has become effective under the Securities Act, and, (a) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are, to the knowledge of counsel after inquiry, threatened, pending or contemplated under the Securities Act, except as may be disclosed in the Prospectus; the Registration Statement and the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act; and (b) such counsel has participated in the preparation of the Registration Statement and the Prospectus and such counsel has no reason to believe that either the Registration Statement, or any such amendment thereto, at the time such Registration Statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date, or any supplement thereto as of its date, contained any 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. (iii) The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Plan of Merger; and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite corporate power to enter into and perform its obligations under this Agreement and the other documents contemplated herein to be executed has been authorized, executed, and delivered by the Acquisition Subsidiary (as shall be specified in such opinion); (ii) the execution, delivery Company and performance by the Purchaser and the Acquisition Subsidiary of this Agreement and such other documents have been duly authorized and approved by all necessary corporate action required on their part; (iii) this Agreement is, and upon execution and delivery as herein provided such other documents will beis a legal, valid and binding upon agreement of the Purchaser and the Acquisition Subsidiary, Company enforceable against the Purchaser and the Acquisition Subsidiary Company in accordance with their respective its terms; , except (iva) neither the execution, delivery or performance by the Purchaser or the Acquisition Subsidiary of that this Agreement or any of such other documents will conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, the Certificate of Incorporation or Bylaws of the Purchaser, the Articles of Incorporation or Bylaws of the Acquisition Subsidiary or under any loan or credit agreement, indenture, mortgage, deed of trust or other contract or agreement known to such counsel and to which the Purchaser or the Acquisition Subsidiary is a party or by which they or their respective properties are bound, or violate any order, writ, injunction or decree known to such counsel and of any court, administrative agency or governmental body; and (v) except as specified in such opinion, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body, federal, state or local, is necessary or required in connection with the execution and delivery by the Purchaser or the Acquisition Subsidiary of this Agreement or any of such other documents, or the performance of its obligations hereunder or thereunder. Such opinion may, as to matters of fact, be given in reliance upon certificates of officers of the Purchaser and the Acquisition Subsidiary, and on certificates of public officials, copies of which shall be provided to the Shareholder at Closing. Any opinion as to the enforceability of any document may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors now or hereafter in effect relating to creditors' rights, (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (c) as rights to indemnity and contribution hereunder may be limited by principles federal or state securities laws or the public policy underlying such laws. (iv) The authorized, issued and outstanding capital stock of equitythe Company and all other outstanding securities of the Company and its subsidiaries conform to the descriptions thereof in the Registration Statement and in the Prospectus under the section entitled "Description of Securities." The issued and outstanding capital stock, prior to the issuance of the Securities sold by the Company hereunder, has been authorized and validly issued, is fully paid and nonassessable and is free of preemptive rights except as described in the Prospectus. To the knowledge of such counsel after investigation, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company other than as disclosed in the Registration Statement and the Prospectus. (v) The Securities to be issued and sold to the Underwriters by the Company have been authorized by the Company and will conform in all material respects to the description thereof in the Registration Statement and in the Prospectus. The Firm Securities, when sold and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of preemptive rights. Such opinion may delivered at the Closing Date shall state that each of the Firm Securities is validly issued, fully paid and non-assessable and not subject to preemptive rights. (vi) The Purchase Option Agreement conforms to the description thereof in the Registration Statement and in the Prospectus and has been authorized, and when issued will be limited validly issued and will be a valid and binding obligation of the Company. The Underwriters' Purchase Option and the Purchase Option Securities have been validly authorized and reserved for issuance upon exercise of the Underwriters' Purchase Option and the Underwriters' Warrants and, when issued upon such exercise in accordance with the terms of the Purchase Option Agreement at the price therein provided, will be validly issued, fully paid and non-assessable and not subject to federal lawpreemptive rights. (vii) The certificates used to evidence the Securities, the General Corporation Law of the State of Delaware Underwriters' Purchase Option and the internal Purchase Option Securities are each in due and proper form as required by the laws of the State of TexasFlorida. (viii) Neither the Company nor any of its subsidiaries is in material violation of its corporate charter or bylaws, respectively, or, to the knowledge of counsel after investigation, any franchise, license, permit, judgment, decree, order, statute, regulation, rule or ordinance of any court or administrative agency, arbitration panel or authority applicable to the Company or any of its subsidiaries except as described in the Prospectus, where the consequences of any such violation would be material to the Company or any of its subsidiaries. To the knowledge of such counsel after investigation, except as described in the Prospectus neither the Company nor any of its subsidiaries is in default in any material respect in the performance of any material obligation, agreement, lease, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any indenture, mortgage, deed of trust or other material agreement or instrument (collectively, the "Material Agreements") of which counsel after investigation, is aware to which the Company or any of its subsidiaries, or by which the Company's or any of its subsidiaries' properties are bound where the consequences of any such default would be material and adverse to the Company or any of its subsidiaries. To such counsel's knowledge after investigation, there exists no condition which, with the passage of time or otherwise, would constitute a material default under any Material Agreement or instrument or result in the imposition of any material penalty or acceleration of any material indebtedness. (ix) The execution and delivery of this Agreement, the Purchase Option Agreement, the Warrant Agreement, and the Financial Advisory Agreement, the issuance and sale of the Securities, the Underwriters' Purchase Option, and the Purchase Option Securities and the compliance by the Company with all of the provisions of this Agreement, the Purchase Option Agreement, the Warrant Agreement, and the Financial Advisory Agreement, will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or its subsidiaries pursuant to the terms of any Material Agreement of the Company or any of its subsidiaries or by which any of the Company's or its subsidiaries' properties is bound, known to such counsel after investigation. To such counsel's knowledge after investigation, there exists no condition which, with the passage of time or otherwise, would constitute a default under any such agreement or instrument or result in the imposition of any penalty or acceleration of any such indebtedness, where the consequences of any such default would be material and adverse to the Company or any of its subsidiaries, nor will such action result in a violation of the provisions of the corporate charter or bylaws of the Company or any of its subsidiaries, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, where the consequences of any such violation would be material and adverse to the Company and its subsidiaries. No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental body is required for the issue and sale of the Securities, the Underwriters' Purchase Option or the Purchase Option Securities or the consummation of the other transactions contemplated by this Agreement, the Purchase Option Agreement and the Warrant Agreement except the registration of the Securities and, the Purchase Option Securities under the Securities Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by you and the purchase of the Underwriters' Purchase Option by you. (x) To the knowledge of such counsel after investigation, the Company and each of its subsidiaries has such licenses, registrations, permits, approvals, qualifications and certificates of authority from the appropriate regulatory authorities as are necessary to transact its business as described in the Registration Statement and in the Prospectus in the jurisdictions in which the Company and each of its subsidiaries transacts its business or owns or leases property, and in which the failure to have such licenses, registrations, permits, approvals, qualifications and certificates could have a material adverse effect on the business, properties or results of operation of the Company and its subsidiaries taken as a whole. (xi) To the knowledge of such counsel after investigation, except as disclosed in the Registration Statement and in the Prospectus, there is no pending or threatened material action, suit or proceeding before or by any court or governmental agency or body or arbitration panel, to which the Company or any of its subsidiaries or any of their respective officers or directors is a party, or which any property of the Company or any of its subsidiaries is subject, which might result in a material adverse change in the business, financial condition or results of operations or materially affect the properties or assets of the Company or any of its subsidiaries taken as a whole. (xii) Such counsel has reviewed all contracts referred to in the Registration Statement and the Prospectus and such contracts conform in all material respects to their descriptions therein. To the knowledge of such counsel after investigation, no contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement have not been so described or filed. Such counsel does not know of any statutes or regulations or pending or threatened legal or governmental proceedings required to be described in the Prospectus which are not described as required. (xiii) To the knowledge of such counsel after investigation, there are no holders of securities of the Company having rights to the registration of shares of Common Stock or other securities because of the filing of the Registration Statement by the Company, except as disclosed in the Registration Statement and the Prospectus. (xiv) The sale of securities by the Company and/or its subsidiaries described in Item 26, Part II of the Registration Statement did not require registration under the Securities Act or any state securities laws. In giving such opinion, such counsel may rely as to matters of fact upon statements and certifications of officers of the Company or public officials as to matters of fact of which the maker of such certificate has knowledge, and as to matters of law of jurisdictions other than Florida, such counsel may rely on opinions of local counsel acceptable to you, copies of which opinions shall be attached to the said opinion, provided, however, that such counsel may not rely on an opinion if he has actual knowledge that such opinion is not correct or knows that the facts or law on which the opinion of local counsel is based are not correct.

Opinion of Legal Counsel. The Purchaser You shall have caused to be delivered to the Shareholders received an opinion dated the effective date of Snell & Smiththe Registration Statement, A Professional Xxxporxxxxx, legal counsel for the Purchaser and the Acquisition Subsidiary, an updated version of such opinion dated the Closing Date, satisfactory in form and substance to you and your counsel, Lucio, Mandler, Croland, Bronstein & Garbett, P.A., from Akerman, Senxxxxxtt & Eidson, P.A., cxxxxxx xxr txx Xxxxany, to the effect that: (i) Each of the Purchaser Company and its subsidiaries is a corporation duly organized, validly existing and existing, in good standing under the laws of the State jurisdiction of Delawareits respective incorporation and is registered or qualified in good standing to do business as a foreign corporation in each jurisdiction wherein the Company and its subsidiaries own or lease any properties or conduct any business and in which the failure to so qualify, could, in the aggregate, have a material adverse effect on the business, properties or results of operations of the Company and its subsidiaries taken as a whole. To such counsel's knowledge after having conducted a due diligence investigation, each of the Company and its subsidiaries has corporate power and authority (corporate, governmental and regulatory to own and lease its properties and to conduct its business as described in the Registration Statement and the Prospectus and the Company has corporate power and authority (corporate, governmental and regulatory) to enter into this Agreement. The Company has no subsidiaries to the knowledge of such counsel after having conducted a due diligence investigation other than those disclosed in the Registration Statement and the Prospectus. (ii) The Registration Statement has become effective under the Securities Act, and, (a) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are, to the knowledge of counsel after reasonable inquiry, threatened, pending or contemplated under the Securities Act, except as may be disclosed in the Prospectus; the Registration Statement and the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act; and (b) such counsel has participated in the preparation of the Registration Statement and the Prospectus and such counsel has no reason to believe that either the Registration Statement, or any such amendment thereto, at the time such Registration Statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date, or any supplement thereto as of its date, contained any 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. (iii) The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Plan of Merger; and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite corporate power to enter into and perform its obligations under this Agreement and the other documents contemplated herein to be executed has been authorized, executed, and delivered by the Acquisition Subsidiary (as shall be specified in such opinion); (ii) the execution, delivery Company and performance by the Purchaser and the Acquisition Subsidiary of this Agreement and such other documents have been duly authorized and approved by all necessary corporate action required on their part; (iii) this Agreement is, and upon execution and delivery as herein provided such other documents will beis a legal, valid and binding upon agreement of the Purchaser and the Acquisition Subsidiary, Company enforceable against the Purchaser and the Acquisition Subsidiary Company in accordance with their respective its terms; , except (iva) neither the execution, delivery or performance by the Purchaser or the Acquisition Subsidiary of that this Agreement or any of such other documents will conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, the Certificate of Incorporation or Bylaws of the Purchaser, the Articles of Incorporation or Bylaws of the Acquisition Subsidiary or under any loan or credit agreement, indenture, mortgage, deed of trust or other contract or agreement known to such counsel and to which the Purchaser or the Acquisition Subsidiary is a party or by which they or their respective properties are bound, or violate any order, writ, injunction or decree known to such counsel and of any court, administrative agency or governmental body; and (v) except as specified in such opinion, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body, federal, state or local, is necessary or required in connection with the execution and delivery by the Purchaser or the Acquisition Subsidiary of this Agreement or any of such other documents, or the performance of its obligations hereunder or thereunder. Such opinion may, as to matters of fact, be given in reliance upon certificates of officers of the Purchaser and the Acquisition Subsidiary, and on certificates of public officials, copies of which shall be provided to the Shareholder at Closing. Any opinion as to the enforceability of any document may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors now or hereafter in effect relating to creditors' rights, (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (c) as rights to indemnity and contribution hereunder may be limited by principles federal or state securities laws or the public policy underlying such laws. (iv) The authorized, issued and outstanding capital stock of equitythe Company and all other outstanding securities of the Company and its subsidiaries (collectively, the "Securities") conform to the descriptions thereof in the Registration Statement and in the Prospectus under the section entitled "Description of Securities." The issued and outstanding capital stock, prior to the issuance of the Shares sold by the Company hereunder, has been authorized and validly issued, is fully paid and nonassessable and is free of preemptive rights except as described in the Prospectus. To the best knowledge of such counsel after having conducted a due diligence investigation, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company other than as disclosed in the Registration Statement and the Prospectus. (v) The Shares to be issued and sold to the Underwriter by the Company have been authorized by the Company and will conform to the description thereof in the Registration Statement and in the Prospectus. The Firm Shares, when sold and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of preemptive rights. Such opinion may be limited to federal law, delivered at the General Corporation Law Closing Date shall state that each of the State Firm Shares is validly issued, fully paid and non-assessable and not subject to preemptive rights. (vi) The Underwriter's Warrant Agreement will conform to the description thereof in the Registration Statement and in the Prospectus and has been authorized, and when issued will be validly issued and will be a valid and binding obligation of Delaware the Company. The Warrant Securities have been validly authorized and reserved for issuance upon exercise of the Underwriter's Warrant Agreement and, when issued upon such exercise in accordance with the terms of the Underwriter's Warrant Agreement at the price therein provided, will be validly issued, fully paid and non-assessable and not subject to preemptive rights. (vii) The certificates used to evidence the Shares and the internal Warrant Shares are each in due and proper form as required by the laws of the State of TexasFlorida. (viii) Neither the Company nor any of its subsidiaries is in material violation of its corporate charter or bylaws, respectively, or, to the knowledge of counsel after having conducted a due diligence investigation, any franchise, license, permit, judgment, decree, order, statute, regulation, rule or ordinance of any court or administrative agency, arbitration panel or authority applicable to the Company or any of its subsidiaries except as described in the Prospectus, where the consequences of any such violation would be material to the Company or any of its subsidiaries. To the knowledge of such counsel after due diligence investigation, except as described in the Prospectus neither the Company nor any of its subsidiaries is in default in any material respect in the performance of any material obligation, agreement, lease, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any indenture, mortgage, deed of trust or other material agreement or instrument (collectively, the "Material Agreements") of which counsel after having conducted a due diligence investigation, is aware to which the Company or any of its subsidiaries, or by which the Company's or any of its subsidiaries' properties are bound where the consequences of any such default would be material to the Company or any of its subsidiaries. To the best of such counsel's knowledge after having conducted a due diligence investigation, there exists no condition which, with the passage of time or otherwise, would constitute a material default under any Material Agreement or instrument or result in the imposition of any material penalty or acceleration of any material indebtedness. (ix) The execution and delivery of this Agreement and the Underwriter's Warrant Agreement, the Financial Advisory Agreement, the issuance and sale of the Shares, the Underwriter's Warrants, and the Warrant Securities and the compliance by the Company with all of the provisions of this Agreement and the Underwriter's Warrants will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or its subsidiaries pursuant to the terms of any Material Agreement of the Company or any of its subsidiaries or by which any of the Company's or its subsidiaries' properties is bound, known to such counsel after having conducted a due diligence investigation. To the best of such counsel's knowledge after having conducted a due diligence investigation, there exists no condition which, with the passage of time or otherwise, would constitute a default under any such agreement or instrument or result in the imposition of any penalty or acceleration of any such indebtedness, where the consequences of any such default would be material to the Company or any of its subsidiaries, nor will such action result in a violation of the provisions of the corporate charter or bylaws of the Company or any of its subsidiaries, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, where the consequences of any such violation would be material to the Company and its subsidiaries. No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental body is required for the issue and sale of the Shares, the Underwriter's Warrant Agreement or the Warrant Securities or the consummation of the other transactions contemplated by this Agreement and the Underwriter's Warrant Agreement, except the registration of the Shares, the Underwriter's Warrant Agreement and the Warrant Securities under the Securities Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by you and the purchase of the Underwriter's Warrant Agreement by you. (x) To the best knowledge of such counsel after having conducted a due diligence investigation, the Company and each of its subsidiaries has such licenses, registrations, permits, approvals, qualifications and certificates of authority from the appropriate regulatory authorities as are necessary to transact its business as described in the Registration Statement and in the Prospectus in the jurisdictions in which the Company and each of its subsidiaries transacts its business or owns or leases property, and in which the failure to have such licenses, registrations, permits, approvals, qualifications and certificates could have a material adverse effect on the business, properties or results of operation of the Company and its subsidiaries taken as a whole. (xi) To the best knowledge of such counsel after having conducted a due diligence investigation, except as disclosed in the Registration Statement and in the Prospectus, there is no pending or threatened material action, suit or proceeding before or by any court or governmental agency or body or arbitration panel, to which the Company or any of its subsidiaries or any of their respective officers or directors is a party, or which any property of the Company or any of its subsidiaries is subject, which might result in a material adverse change in the business, financial condition or results of operations or materially affect the properties or assets of the Company or any of its subsidiaries taken as a whole. (xii) Such counsel has reviewed all contracts referred to in the Registration Statement and the Prospectus and such contracts conform in all material respects to their descriptions therein. To the best knowledge of such counsel after having conducted a due diligence investigation, no contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement have not been so described or filed. Such counsel does not know of any statutes or regulations or pending or threatened legal or governmental proceedings required to be described in the Prospectus which are not described as required. (xiii) To the best knowledge of such counsel after having conducted a due diligence investigation, there are no holders of securities of the Company having rights to the registration of shares of Common Stock or other securities because of the filing of the Registration Statement by the Company, except as disclosed in the Registration Statement and the Prospectus. (xiv) The sale of securities by the Company and/or its subsidiaries described in Item 26, Part II of the Registration Statement did not require registration under the Securities Act or any state securities laws. In giving such opinion, such counsel may rely as to matters of fact upon statements and certifications of officers of the Company or public officials as to matters of fact of which the maker of such certificate has knowledge, and as to matters of law of jurisdictions other than Delaware and Florida, such counsel may rely on opinions of local counsel acceptable to you, copies of which opinions shall be attached to the said opinion, provided that such counsel state in their opinion that they believe that they and you are justified in relying upon such opinions of local counsel.

Opinion of Legal Counsel. The Purchaser Shareholders shall have caused to be delivered to the Shareholders Purchaser an opinion of Snell & Smith, A Professional XxxporxxxxxCranston Pope, legal counsel for the Purchaser xxx Xxxxany and the Acquisition SubsidiaryShareholders, dated the Closing Date, to the effect that: (i) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power to enter into and perform its obligations under this Agreement and the Plan of Merger; and the Acquisition Subsidiary Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite with full corporate power authority to enter into and perform its obligations under this Agreement and the other documents contemplated herein to be executed and delivered by the Acquisition Subsidiary (as shall be specified in such opinion)Plan of Merger; (ii) the authorized capital stock of the Company consists of 500 shares of Common Stock, $1.00 par value, all of which shares are validly issued and outstanding and fully paid and nonassessable; (iii) to the knowledge of such counsel, after due inquiry, there are no outstanding subscriptions, options or other agreements or commitments obligating the Company to issue any shares of its capital stock or securities convertible into shares of its capital stock; (iv) the Shareholders are the record and beneficial owners of all of the issued and outstanding shares of capital stock of the Company, free and clear of any and all Liens (other than as described in Section 3.1, and the Shareholders have full capacity to enter into and perform their obligations in accordance with this Agreement; (v) the execution, delivery and performance by the Purchaser and the Acquisition Subsidiary Company of this Agreement and such other documents the Plan of Merger have been duly authorized and approved by all necessary corporate action required on their partthe part of the Company; (iiivi) this Agreement isand the Plan of Merger have been duly and validly executed and delivered by the Company, and upon execution this Agreement and delivery the Plan of Merger constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms; -20- (vii) this Agreement and the other documents to be executed and delivered hereunder by the Shareholders (as herein provided shall be specified in such opinion) have been duly and validly executed and delivered by the Shareholders, and this Agreement and such other documents will be, constitute the valid and binding upon obligations of the Purchaser and the Acquisition Subsidiary, Shareholders enforceable against the Purchaser and the Acquisition Subsidiary them in accordance with their respective terms; (ivviii) neither the execution, delivery or performance consummation of the transactions contemplated by this Agreement, the Purchaser or the Acquisition Subsidiary Plan of this Agreement Merger or any of such other documents will conflict with or (x) result in a violation or the breach of any term or provision of, nor constitute a default under, the Certificate of Incorporation or Bylaws of the Purchaser, under the Articles of Incorporation or Bylaws of the Acquisition Subsidiary Company or under any loan or credit agreement, indenture, mortgage, deed of trust or other contract or agreement known to such counsel and to which the Purchaser Company or the Acquisition Subsidiary either Shareholder is a party or by which they or their respective properties assets are bound, or (y) violate any order, writ, injunction or decree known to such counsel and of any court, administrative agency or governmental body; and; (vix) except as specified in such opinion, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body, federal, state or local, is necessary or required in connection with the execution and delivery by the Purchaser or Company and the Acquisition Subsidiary Shareholders of this Agreement Agreement, the Plan of Merger or any of such other documents; (x) to the knowledge of such counsel after due inquiry, there are no claims, actions, suits, proceedings or investigations pending or threatened against or affecting the performance Company or any of its obligations hereunder assets, at law or thereunderin equity or before or by any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality. Such opinion may, as to matters of fact, be given in reliance upon certificates of the Shareholders and officers of the Purchaser Company and the Acquisition Subsidiary, and on certificates of public officials, copies of which shall be provided to the Shareholder Purchaser at Closing. Any opinion as to the enforceability of any document may be limited by bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting creditors creditors' rights and by principles of equity. Such opinion may be limited to federal law, the General Corporation Law of the State of Delaware law and the internal laws of the State of TexasFlorida.

Opinion of Legal Counsel. The Purchaser You shall have caused to be delivered to the Shareholders received an opinion dated the effective date of Snell & Smiththe Registration Statement, A Professional Xxxporxxxxx, legal counsel for the Purchaser and the Acquisition Subsidiary, an updated version of such opinion dated the Closing Date, satisfactory in form and substance to you and your counsel, from Akerman, Senterfitt & Xxxxxx, P.A., counsel for the Company, to the effect that: : Each of the Company and its subsidiaries is, to the knowledge of counsel after limited investigation (i) as used herein, such phrase shall have the Purchaser is meaning set forth in the Florida Bar Report on Standards for Opinions), a corporation duly organized, validly existing and existing, in good standing under the laws of the State jurisdiction of Delawareits respective incorporation and is registered or qualified in good standing to do business as a foreign cor- poration in each jurisdiction wherein the Company and its subsidiaries own or lease any properties or conduct any business and in which the failure to so qualify, would, in the aggregate, have a material adverse effect on the business, properties or results of operations of the Company and its subsidiaries taken as a whole. To such counsel's knowledge after limited investigation, each of the Company and its subsidiaries has corporate power and authority to own and lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company has no subsidiaries to the knowledge of such counsel after limited investigation other than those disclosed in the Registration Statement and the Prospectus. The Registration Statement has become effective under the Securities Act, and, (a) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are, to the knowledge of counsel after limited investigation, threatened, pending or contemplated under the Securities Act, except as may be disclosed in the Prospectus; the Registration Statement and the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act; and (b) such counsel has participated in the preparation of the Registration Statement and the Prospectus and such counsel has no reason to believe that either the Registration Statement, or any such amendment thereto, at the time such Registration Statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date, or any supplement thereto as of its date, contained any 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. The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Plan of Merger; and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite corporate power to enter into and perform its obligations under this Agreement and the other documents contemplated herein to be executed has been authorized, executed, and delivered by the Acquisition Subsidiary (as shall be specified in such opinion); (ii) the execution, delivery Company and performance by the Purchaser and the Acquisition Subsidiary of this Agreement and such other documents have been duly authorized and approved by all necessary corporate action required on their part; (iii) this Agreement is, and upon execution and delivery as herein provided such other documents will beis a legal, valid and binding upon agreement of the Purchaser and the Acquisition Subsidiary, Company enforceable against the Purchaser and the Acquisition Subsidiary Company in accordance with their respective its terms; , except (iva) neither the execution, delivery or performance by the Purchaser or the Acquisition Subsidiary of that this Agreement or any of such other documents will conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, the Certificate of Incorporation or Bylaws of the Purchaser, the Articles of Incorporation or Bylaws of the Acquisition Subsidiary or under any loan or credit agreement, indenture, mortgage, deed of trust or other contract or agreement known to such counsel and to which the Purchaser or the Acquisition Subsidiary is a party or by which they or their respective properties are bound, or violate any order, writ, injunction or decree known to such counsel and of any court, administrative agency or governmental body; and (v) except as specified in such opinion, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body, federal, state or local, is necessary or required in connection with the execution and delivery by the Purchaser or the Acquisition Subsidiary of this Agreement or any of such other documents, or the performance of its obligations hereunder or thereunder. Such opinion may, as to matters of fact, be given in reliance upon certificates of officers of the Purchaser and the Acquisition Subsidiary, and on certificates of public officials, copies of which shall be provided to the Shareholder at Closing. Any opinion as to the enforceability of any document may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors now or hereafter in effect relating to creditors' rights, (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (c) as rights to indemnity and contribution hereunder may be limited by principles federal or state securities laws or the public policy underlying such laws. The authorized, issued and outstanding capital stock of equitythe Company and all other outstanding securities of the Company and its subsidiaries conform to the descriptions thereof in the Registration Statement and in the Prospectus under the section entitled "Description of Securities." The issued and outstanding capital stock, prior to the issuance of the Securities sold by the Company hereunder, has been authorized and validly issued, is fully paid and nonassessable and is free of preemptive rights except as described in the Prospectus. To the knowledge of such counsel after limited investigation, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company other than as disclosed in the Registration Statement and the Prospectus. The Securities to be issued and sold to the Underwriters by the Company have been authorized by the Company and will conform in all material respects to the description thereof in the Registration Statement and in the Prospectus. The Firm Securities, when sold and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of preemptive rights. Such opinion may delivered at the Closing Date shall state that each of the Firm Securities is validly issued, fully paid and non-assessable and not subject to preemptive rights. The Purchase Option Agreement conforms to the description thereof in the Registration Statement and in the Prospectus and has been authorized, and when issued will be limited validly issued and will be a valid and binding obligation of the Company. The Underwriters' Purchase Option and the Purchase Option Securities have been validly authorized and reserved for issuance upon exercise of the Underwriters' Purchase Option and the Underwriters' Warrants and, when issued upon such exercise in accordance with the terms of the Purchase Option Agreement at the price therein provided, will be validly issued, fully paid and non-assessable and not subject to federal lawpreemptive rights. The certificates used to evidence the Securities, the General Corporation Law of the State of Delaware Underwriters' Purchase Option and the internal Purchase Option Securities are each in due and proper form as required by the laws of the State of TexasFlorida. Neither the Company nor any of its subsidiaries is, to the knowledge of such counsel, in material violation of its corporate charter or bylaws, respectively, or, to the knowledge of counsel after limited investigation, any franchise, license, permit, judgment, decree, order, statute, regulation, rule or ordinance of any court or administrative agency, arbitration panel or authority applicable to the Company or any of its subsidiaries except as described in the Prospectus, where the consequences of any such violation would be material to the Company or any of its subsidiaries. To the knowledge of such counsel after limited investigation, except as described in the Prospectus neither the Company nor any of its subsidiaries is in default in any material respect in the performance of any material obligation, agreement, lease, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any indenture, mortgage, deed of trust or other material agreement or instrument (collectively, the "Material Agreements") of which counsel after limited investigation, is aware to which the Company or any of its subsidiaries, or by which the Company's or any of its subsidiaries' properties are bound where the consequences of any such default would be material and adverse to the Company or any of its subsidiaries. To such counsel's knowledge after limited investigation, there exists no condition which, with the passage of time or otherwise, would constitute a material default under any Material Agreement or instrument or result in the imposition of any material penalty or acceleration of any material indebtedness. The execution and delivery of this Agreement, the Purchase Option Agreement, the Warrant Agreement, and the Financial Advisory Agreement, the issuance and sale of the Securities, the Underwriters' Purchase Option, and the Purchase Option Securities and the compliance by the Company with all of the provisions of this Agreement, the Purchase Option Agreement, the Warrant Agreement, and the Financial Advisory Agreement, will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or its subsidiaries pursuant to the terms of any Material Agreement of the Company or any of its subsidiaries or by which any of the Company's or its subsidiaries' properties is bound, known to such counsel after limited investigation. To such counsel's knowledge after limited investigation, there exists no condition which, with the passage of time or otherwise, would constitute a default under any such agreement or instrument or result in the imposition of any penalty or acceleration of any such indebtedness, where the consequences of any such default would be material and adverse to the Company or any of its subsidiaries, nor will such action result in a violation of the provisions of the corporate charter or bylaws of the Company or any of its subsidiaries, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, where the consequences of any such violation would be material and adverse to the Company and its subsidiaries. No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental body is required for the issue and sale of the Securities, the Underwriters' Purchase Option or the Purchase Option Securities or the consummation of the other transactions contemplated by this Agreement, the Purchase Option Agreement and the Warrant Agreement except the registration of the Securities and, the Purchase Option Securities under the Securities Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by you and the purchase of the Underwriters' Purchase Option by you. To the knowledge of such counsel, except as disclosed in the Registration Statement and in the Prospectus, there is no pending or threatened material action, suit or proceeding before or by any court or governmental agency or body or arbitration panel, to which the Company or any of its subsidiaries or any of their respective officers or directors is a party, or which any property of the Company or any of its subsidiaries is subject, which might result in a material adverse change in the business, financial condition or results of operations or materially affect the properties or assets of the Company or any of its subsidiaries taken as a whole. Such counsel has reviewed all contracts referred to in the Registration Statement and the Prospectus and such contracts conform in all material respects to their descriptions therein. To the knowledge of such counsel after limited investigation, no contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement have not been so described or filed. Such counsel does not know of any statutes or regulations or pending or threatened legal or governmental proceedings required to be described in the Prospectus which are not described as required. To the knowledge of such counsel after limited investigation, there are no holders of securities of the Company having rights to the registration of shares of Common Stock or other securities because of the filing of the Registration Statement by the Company, except as disclosed in the Registration Statement and the Prospectus. The sale of securities by the Company and/or its subsidiaries described in Item 26, Part II of the Registration Statement did not require registration under the Securities Act or any state securities laws. In giving such opinion, such counsel may rely as to matters of fact upon statements and certifications of officers of the Company or public officials as to matters of fact of which the maker of such certificate has knowledge, and as to matters of law of jurisdictions other than Florida, such counsel may rely on opinions of local counsel acceptable to you, copies of which opinions shall be attached to the said opinion, provided, however, that such counsel may not rely on an opinion if he has actual knowledge that such opinion is not correct or knows that the facts or law on which the opinion of local counsel is based are not correct.