Opinion of New York Counsel to the Issuer and Citibank. The Underwriters will have received an opinion of New York counsel to the Issuer and Citibank with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel. In rendering such opinion, counsel may rely (A) as to matters involving the application of laws other than the General Corporation Law of the State of Delaware or laws of any jurisdiction other than the State of New York and the United States, to the extent deemed proper and stated in such opinion, upon the opinion of other counsel of good standing believed by such counsel to be reliable and acceptable to the Representative and its counsel, and (B) as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of Citibank, the Master Trust, the Issuer and public officials.
Opinion of New York Counsel to the Issuer and Citibank. (South Dakota). The Underwriters will have received an opinion of New York counsel to the Issuer and Citibank (South Dakota) substantially to the effect that:
(i) Each of the Basic Documents to which Citibank (South Dakota) is a party has been duly authorized, executed and delivered by Citibank (South Dakota). Each of the Basic Documents to which Citibank (South Dakota) or the Issuer is a party (other than this Agreement) constitutes the legal, valid and binding agreement of Citibank (South Dakota) or the Issuer, as the case may be, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to the application of general principles of equity).
(ii) The Collateral Certificate has been duly authorized and executed by Citibank (South Dakota) and Citibank (Nevada) in accordance with the terms of the Pooling and Servicing Agreement. The Collateral Certificate is validly issued and outstanding, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to the application of general principles of equity) and is entitled to the benefits of the Pooling and Servicing Agreement.
(iii) The Class 200[•]-[A][B][C][•] Notes have been duly authorized and established in conformity with the Indenture and, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued and outstanding, enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to the application of general principles of equity) and will be entitled to the benefits of the Indenture.
(iv) Neither the execution nor the delivery of any of the Basic Documents to which Citibank (South Dakota) or the Issuer is a party nor the issuance and delivery of the Collateral Certificate or the Class 200[•]-[A][B][C][•] Notes, nor any increase in the Invested Amount of the Collateral Certificate, nor the consummation of any of the transactions contemplated by the Basic Documents, nor the fulfillment of ...
