Common use of Opinion of Summit's Counsel Clause in Contracts

Opinion of Summit's Counsel. Summit and GAFC shall have received an --------------------------- opinion of Hunton & Xxxxxxxx, special counsel to Summit, dated the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, (i) the Merger constitutes a reorganization under Section 368 of the Code (ii) no gain or loss will be recognized by stockholders of GAFC who receive shares of Summit Common Stock in exchange for shares of GAFC Common Stock, except that gain or loss may be recognized as to cash received in lieu of fractional share interests, and (iii) after the Merger, Summit will be allowed to carry forward GAFC's consolidated net operating losses under Section 382 of the Code. In rendering its opinion, Hunton &Williams may require and rely upon representations contained in letters from Summit and others.

Opinion of Summit's Counsel. Summit and GAFC shall have received an --------------------------- opinion of Hunton & Xxxxxxxx&Williams, special counsel to Summit, dated the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, (i) the Merger constitutes a reorganization under Section 368 of the Code (ii) no gain or loss will be recognized by stockholders of GAFC who receive shares of Summit Common Stock in exchange for shares of GAFC Common Stock, except that gain or loss may be recognized as to cash received in lieu of fractional share interests, and (iii) after the Merger, Summit will be allowed to carry forward GAFC's ’s consolidated net operating losses under Section 382 of the Code. In rendering its opinion, Hunton &Williams may require and rely upon representations contained in letters from Summit and others.

Opinion of Summit's Counsel. Summit and GAFC shall have --------------------------- received an --------------------------- opinion of Hunton & Xxxxxxxx&Williams, special counsel to Summit, dated the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, (i) the Merger constitutes a reorganization under Section 368 of the Code (ii) no gain or loss will be recognized by stockholders of GAFC who receive shares of Summit Common Stock in exchange for shares of GAFC Common Stock, except that gain or loss may be recognized as to cash received as Merger Consideration and/or in lieu of fractional share interests, and (iii) after the 40 45 Merger, Summit will be allowed to carry forward GAFC's consolidated net operating losses under Section 382 of the Code. In rendering its opinion, Hunton &Williams & Wxxxxxxx may require and rely upon representations contained in letters from Summit and others.

Opinion of Summit's Counsel. Summit and GAFC shall have received an --------------------------- opinion of Hunton & Xxxxxxxx&Williams, special counsel to Summit, dated the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, (i) the Merger constitutes a reorganization under Section 368 of the Code (ii) no gain or loss will be recognized by stockholders of GAFC who receive shares of Summit Common Stock in exchange for shares of GAFC Common Stock, except that gain or loss may be recognized as to cash received as Merger Consideration and/or in lieu of fractional share interests, and (iii) after the Merger, Summit will be allowed to carry forward GAFC's ’s consolidated net operating losses under Section 382 of the Code. In rendering its opinion, Hunton &Williams may require and rely upon representations contained in letters from Summit and others.