Scope of Inquiry. For the purpose of this opinion, we have examined the following documents: Linklaters is a partnership under English law. A list of the partners in Linklaters is available on request from the above address Please refer to xxx.xxxxxxxxxx.xxx/xxxxxxxxxx for important information on the regulatory position of the firm.
3.1 A final draft of the Credit Agreement dated 5 November 2004.
3.2 Certified coordinated Articles of Incorporation of the Borrower dated 18 June 2004 and certified by public notary on 21 July 2004 (the "ARTICLES").
3.3 An excerpt from the Luxembourg Register of Commerce and Companies concerning the Borrower dated 10 September 2004 (the "EXCERPT").
3.4 A copy of the resolutions of the managers of the Borrower dated 28 October, 2004 (the "RESOLUTIONS").
3.5 A certificate signed by Xxxxxx X. Xxxxxxxx on behalf of the board of managers of the borrower dated 5 November 2004.
Scope of Inquiry. For the purpose of this opinion, we have examined the following documents:
3.1 A PDF copy of the executed Agreement.
3.2 A template form of Note.
3.3 A copy of the Certificate of Incorporation and the Certificates of Incorporation on Change of Name of the Borrower.
3.4 A copy of the Memorandum and Articles of Association of the Borrower.
3.5 A copy of a written resolution of the Directors of the Borrower dated 7 August 2015.
3.6 A certificate from the Borrower, dated 7 August 2015 in relation to the documents referred to above.
3.7 The results of an on-line search in respect of the Borrower on the Companies House Direct Service made on 6 August 2015 at 3:28 pm (the "Search").
3.8 The results of a telephone search in respect of the Borrower at the Central Register of Winding Up Petitions made on 7 August 2015 at 10:20 am (the "Telephone Search").
Scope of Inquiry. For the purpose of this opinion, I have examined the following documents:
3.1 A copy of:
(a) each Finance Document signed by each Company expressed to be a party to it; and
(b) the Credit Agreement. Attorneys at law, tax lawyers, candidate civil law notaries. Admitted in the Netherlands. Not admitted in New York. De Brauw Blackstone Westbroek New York is De Brauw Blackstone Westbroek New York B.V., P.C., having its corporate seat in The Hague, the Netherlands, registered with the Trade Register in Amsterdam under no 27172369.
3.2 A copy of:
(a) the Dutch Company’s deed of incorporation and its articles of association, as provided to me by the Chamber of Commerce; and
(b) the Trade Register Extract.
3.3 A copy of the Certificate of Incorporation on Change of Name.
3.4 A copy of each Corporate Resolution.
3.5 A copy of each Power of Attorney.
3.6 A copy of the Dutch Company’s shareholders register. In addition, I have obtained the following confirmations on the date of this opinion:
3.7 Confirmation by telephone from the Chamber of Commerce that the Trade Register Extract is up to date.
(a) confirmation by telephone from the court registry of the District Court of the place where the Dutch Company has its corporate seat, derived from that Court’s Insolvency Register; and
(b) confirmation through xxx.xxxxxxxxxxx.xx, derived from the segment for EU registrations of the Central Insolvency Register; in each case that the Dutch Company is not registered as being subject to Insolvency Proceedings. I have not examined any document, and do not express an opinion on, or on any reference to, any document other than the documents referred to in this paragraph 3. My examination has been limited to the text of the documents and I have not investigated the meaning and effect of any document governed by a law other than Dutch law under that other law.
Scope of Inquiry. We have considered such questions of law, reviewed such documents and conducted such searches and investigations as we have deemed necessary for the purposes hereof.
Scope of Inquiry. 3.1 For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the executed Opinion Documents and electronically transmitted copies of the following documents:
(a) an excerpt of the registration of the Company in the Trade Register dated 9 May 2016 (the Excerpt);
(b) the deed of incorporation dated 27 November 1985 (the Deed of Incorporation);
(c) the articles of association (statuten) of the Company dated 9 February 2016 (the Articles);
(d) the resolution of the board of managing directors of the Company dated ● May 2016 (the Board Resolution) and including a power of attorney to Xx. X. Joia X. Xxxxxxx, Mr. M. Xxxxx Xxxxx and Xx. Xxxxxx X. Cook each acting independently as attorney (the Power of Attorney);
(e) the preliminary offering memorandum dated 17 May 2016 relating to the Notes (the Preliminary Offering Memorandum); and
(f) the final offering memorandum, dated ● May 2016 relating to the Notes (the Final Offering Memorandum).
3.2 We have undertaken only the following searches and inquiries (the Checks) at the date of this opinion letter:
(a) an inquiry by telephone at the Trade Register, confirming that no changes were registered after the date of the Excerpt;
(b) an inquiry by telephone at the bankruptcy clerk’s office (faillissementsgriffie) of the district court Midden-Nederland: location, Regio Gooi en Vechtstreek, the Netherlands, confirming that the Company is not listed in the insolvency register;
(c) an online inquiry on the relevant website (xxx.xxxxxxxxxxx.xx) of the EU Registrations with the Central Insolvency Register (Centraal Insolventie Register) confirming that the Company is not listed on the EU Registrations with the Central Insolvency Register; and
(d) an online inquiry on the relevant website (xxxx://xxx-xxx.xxxxxx.xx/) of the Annex to Council regulation (EC) No 2580/2001, Annex I of Council regulation (EC) No 881/2002 and the Annex to Council Common Position 2001/931 relating to measures to combat terrorism, all as amended from time to time, confirming that the Company is not listed on such annexes.
3.3 We have not reviewed any documents incorporated by reference or referred to in the Opinion Documents (unless included as an Opinion Document and the Offering Memoranda) and therefore our opinions do not extend to such documents.
Scope of Inquiry. For the purpose of this opinion, we have examined copies of the following documents:
(1) the Business Licence (duplicate copy, dated 27 July 2009) of CIEC;
(2) the PRC Organisational Code (No. 10000070-2, effective from 11 September 2009 to 11 September 2013) of CIEC;
(3) the Articles of Association of CIEC;
(4) the Title Registration Certificate of the PRC Enterprise State-owned Assets (duplicate
Scope of Inquiry. For the purpose of this opinion, we have examined the following documents:
3.1 a draft dated October 15, 2001 of the Agreement;
3.2 certified coordinated Articles of Incorporation of the Borrower dated December 12, 2000; THE MEMBER FIRMS OF LINKLATERS & ALLIANCE ARE DE BANDT, VAN HACKE LAGAE & LOESCH DE BRAUW BLACKSTONE WESTBROOK, GANNX, XXXXX & XXXXXXXX, LAGERLOX & XXMAN LINKLATERS (WHICH PRACTICES IN GERMANY AS LINKLATERS XXXXXXXXF & XXXXER), WITH OFFICES IN ALCANTE AMSTERDAM ANTWERP BANGKOK BERLIN BRABXXXXX BRUSSELS BUCHAREST BUDAPEST COLOGNE FRANKFURT GUTTENBERG THE HAGUE HONG KONG LONDON LUXEMBOURG MADRID MILO MILAN MOSCOW MUNICH NEW YORK PAPUA PARIS PRAGUE ROME ROTTEXXXX XXX XXULO SHANGHAI SINGAPORE STOCKHOLM TOKYO WARSAW WASHINGTON DC DE BANDT, VAN HECKE, LAGAE & LOESCH 2 November 0000 - x 2
0.3 an excerxx xxxm the Luxembourg Register of Commerce and Companies concerning the Borrower dated August 3, 2001;
3.4 minutes of resolutions of the Board of Managers of the Borrower dated October 29, 2001; and
3.5 a certificate signed by Mr. Andre Pesch on behalf of the Board of Managers of the Borrxxxx xxxxx Xxxxmber 2, 2001.
Scope of Inquiry. For the purpose of this opinion, we have examined the following documents:
3.1 A draft of the Agreement dated 1st November, 2002.
3.2 Certified coordinated Articles of Incorporation of the Borrower dated 26 June 2002.
Scope of Inquiry. For the purpose of issuing this Opinion, we have exclusively examined and relied upon originals, or certified, conformed or otherwise to our satisfaction identified, reproduction copies of such agreements, documents, corporate records, certificates of public officials and other instruments, as set forth below in this Section 1:
(a) a copy of the Articles of Association (statuten) of Lubrizol Europe, as coordinated on May 31, 2007, filed with the Clerk of the Commercial Court of Turnhout on June 27, 2007 and certified by the Clerk of the Commercial Court of Turnhout on July 15, 2009;
(b) a copy of the Articles of Association (statuten) of Lubrizol Coordination Center, as coordinated on May 31, 2007, filed with the Clerk of the Commercial Court of Brussels on June 20, 2007 and certified by the Clerk of the Commercial Court of Brussels on July 14, 2009;
(c) an excerpt of the Register of Legal Entities (rechtspersonenregister) related to Lubrizol Europe as held with the Crossroad Bank of Enterprises (Kruispuntbank van Ondernemingen), delivered and certified by the Crossroad bank of Enterprises on July 14, 2009;
(d) an excerpt of the Register of Legal Entities (rechtspersonenregister) related to Lubrizol Coordination Center as held with the Crossroad Bank of Enterprises (Kruispuntbank van Ondernemingen), delivered and certified by the Crossroad bank of Enterprises on July 14, 2009;
(e) a reproduction copy of the resolutions of the Sole Manager (enige zaakvoerder) of Lubrizol Europe dated [ ], 2009 resolving to approve the terms of, and the transactions contemplated by, the Credit Agreement, to approve the execution and delivery of the Credit Agreement, and any documents which are ancillary or supplemental thereto, to grant special powers to certain individuals to execute the Credit Agreement on behalf of Lubrizol Europe, and to take any step necessary or expedient in connection with or for the purposes of the Credit Agreement and any documents which are ancillary or supplemental thereto;
Scope of Inquiry. For the purpose of this opinion, I have examined the following documents: Attorneys at law. tax lawyers, candidate civil law notaries. Admitted in The Netherlands. Not admitted in New York. De Brauw Blackstone Westbroek New York is De Brauw Blackstone Westbroek New York B.V. PC. having its corporate seat In The
