Common use of Opinions as to Pledged Property Clause in Contracts

Opinions as to Pledged Property. Promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other supplemental indenture or other instrument of further assurance, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counsel, this Indenture and all such Series Supplemental Indentures, other supplemental indentures and other instruments of further assurance have been properly recorded, filed, re-recorded and re-filed to the extent necessary to make effective the lien intended to be created by this Indenture, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders and the Trustee, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effective. On or before May 1, in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any Securities, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien and security interest created by this Indenture with respect to the Pledged Property and reciting the details of such action or stating that, in the opinion of such Counsel, no such action is then necessary to maintain such lien and security interest. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and the execution and filing of and financing statements and continuation statements that will, in the opinion of such Counsel, be required to maintain the lien of this Indenture with respect to the Pledged Property until in the following calendar year.

Opinions as to Pledged Property. Promptly In the case of any series of Securities in respect of which the Company's obligations are secured pursuant to an indenture supplemental hereto, promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other the supplemental indenture or other instrument establishing such series of further assuranceSecurities, and in any event prior to the first issuance of any Securities of such series, the Company 61 69 shall furnish to the Trustee such an Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counselcounsel, such actions have been taken with respect to the recording and filing of this Indenture and all such Series Supplemental Indentures, other supplemental indentures indenture relating to such series of Securities and other instruments of further assurance have been properly recorded, filed, re-recorded and re-filed with respect to the extent execution and filing of any financing statements and continuation statements as are necessary to make effective and perfect the lien Lien and security interest intended to be created by this Indenture and such indenture supplemental hereto in favor of the Trustee for the benefit of the Holders of Securities of such series, and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien and security interest effective. If after the first issuance of Securities of a particular series in respect of which the Company's obligations are secured pursuant to an indenture supplemental hereto the Company shall execute any other supplemental indenture or other requisite document relating to such series of Securities, promptly after such execution the Company shall furnish to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such actions have been taken with respect to the recording, filing, re-recording and refiling of this Indenture and any such supplemental indentures other requisite documents relating to such series of Securities and with respect to the execution and filing of any financing statements and continuation statements as are necessary to make effective and perfect the Lien and security interest intended to be created by this Indenture, such indentures supplemental hereto and such other requisite documents in favor of the Trustee for the benefit of Holders of Securities of such series and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders and the Trustee, or stating that, in the opinion of such Counselcounsel, no such action is necessary to make such lien Lien and security interest effective. On or before May 1, in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any SecuritiesSecurities of any series that are secured by any Lien on property, the Company shall furnish to the Trustee such an Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counselcounsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien Lien and security interest created by this Indenture and any such indentures supplemental hereto with respect to the Pledged Property property pledged to secure such Securities and reciting the details of such action or stating that, that in the opinion of such Counsel, counsel no such action is then necessary to maintain such lien Lien and security interest. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture indentures supplemental hereto and any other requisite documents and the execution and filing of and any financing statements and continuation statements that will, in any other requisite documents and the opinion execution and filing of such Counsel, be required to maintain the lien of this Indenture with respect to the Pledged Property until in the following calendar year.any

Opinions as to Pledged Property. Promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other supplemental indenture or other instrument of further assurance, the Company Oglethorpe shall furnish to the Trustee such Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counsel, this Indenture and all such Series Supplemental Indentures, other supplemental indentures and other instruments of further assurance have been properly recorded, registered, filed, re-recorded and re-filed to the extent necessary to make effective the lien intended to be created by this IndentureIndenture as a lien of first priority, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders Bondholders and the Trustee, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effectiveeffective as a lien of first priority. On or before May 1, 1 in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any SecuritiesBonds, the Company Oglethorpe shall furnish to the Trustee such Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien and security interest created by this Indenture with respect to the Pledged Property as a lien of first priority and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or stating that, in the opinion of such Counsel, Counsel no such action is then necessary to maintain such lien and security interestinterest as a lien of first priority. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture indentures supplemental hereto and any other requisite documents and the execution and filing of and any financing statements and continuation statements that will, in the opinion of such Counselcounsel, be required to maintain the lien Lien of this Indenture with respect to the Pledged Property as a lien of first priority until May 1 in the following calendar year. All references in this Section to a lien of first priority shall be deemed to refer to a lien which is prior to any lien which can be created and perfected under the Uniform Commercial Code as in effect in the State or States governing the perfection of such lien.

Opinions as to Pledged Property. Promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other supplemental indenture or other instrument of further assurance, the Company shall furnish to the Trustee such an Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counselcounsel, this Indenture and all such Series Supplemental Indentures, other supplemental indentures and other instruments of further assurance have been properly recorded, filed, re-recorded and re-filed to the extent necessary so as to make effective the lien intended to be created by this Indenture, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders and the Trustee, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effective. On or before May 1, in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any SecuritiesSecurities of any series that are secured by any lien on property, the Company shall furnish to the Trustee such an Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counselcounsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien and security interest created by this Indenture and any such indentures supplemental hereto with respect to the Pledged Property property pledged to secure such Securities and reciting the details of such action or stating that, that in the opinion of such Counsel, counsel no such action is then necessary to maintain such lien and security interest. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such Counselcounsel, be required to maintain the lien and security interest of this Indenture and any such indentures supplemental hereto with respect to the Pledged Property such property until May 1 in the following calendar year.

Opinions as to Pledged Property. Promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other supplemental indenture or other instrument of further assurance, the Company shall furnish to the Trustee such an Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counsel, this Indenture and all such Series Supplemental Indentures, other supplemental indentures and other instruments of further assurance have been properly recorded, filed, re-recorded registered and re-filed to the extent necessary to make effective the lien intended to be created by this Indenture, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders Securityholders and the Trustee, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effective. On or before May 1, in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any Securities, the Company shall furnish to the Trustee such an Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counselcounsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien and security interest created by this Indenture with respect to the Pledged Property and reciting the details of such action or stating that, that in the opinion of such Counsel, counsel no such action is then necessary to maintain such lien and security interest. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and the execution and filing of and any financing statements and continuation statements that will, in the opinion of such Counselcounsel, be required to maintain the lien and security interest of this Indenture with respect to the Pledged Property until May 1 in the following calendar year.. #30122041.1 20