represented. A nurse who has been designated by the employing authority or authorized supervisor to be available on standby during off duty hours, shall be entitled to payment of seven dollars and fifty cents ($7.50) for each (24) hour period or less of on a regular working day. For standby on a day of rest or on a paid holiday that is not a working day, the payment shall be dollars ($75.00) for each
represented. As to certain questions of fact material to the opinions contained herein, we have, when appropriate, relied upon the representations of each party made in the Investment Agreement and other Transaction Documents and certificates or statements of public officials and officers and agents of the Company, and we have assumed that any certificates or statements of public officials dated earlier date hereof are accurate on the date hereof as if made on and as of such date. In our examination of Transaction Documents described above, we have assumed the genuineness of all signatures of parties other than the Company, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies. With respect to our opinions that the Common Stock, when issued, upon exercise of the Put Shares and the Warrants and fulfillment of the terms of the Transaction Documents, respectively, will be validly issued, we have assumed that (i) such Common Stock will be evidenced by appropriate certificates, duly executed and delivered and (ii) the Company will maintain a sufficient number of authorized and unissued shares of Common Stock, at all times while the Investment Agreement and Warrants are outstanding, to permit the issuance of the Put Shares and the exercise of the Warrants in accordance with their terms. In addition, we have assumed that the representations and warranties as to factual matters and acknowledgments made by each Subscriber in Sections 3 and 4 of the Investment Agreement are true. We have also assumed that the Investor has received all of the documents that the Investor was required to receive under the Investment Agreement. Based upon and subject to the foregoing and the qualifications, limitations and assumptions set forth herein, it is our opinion that, as of the date hereof:
represented. All certificated teachers including Speech Language Pathologists, School Nurses and certificated teachers on special assignment.
