SCOPE OF OPINION. 2.1 This opinion is given solely with respect to the laws of England and Wales as at the date of this letter and as currently applied by the English courts. We express no opinion as to the law of any other jurisdiction or as to any matters of fact.
SCOPE OF OPINION. Our opinions set forth above are further subject to the following additional qualifications:
SCOPE OF OPINION. We have not been responsible for advising any party to the Transaction other than ABI and the Luxembourg Obligors and the delivery of this Opinion Letter to any person other than ABI and the Luxembourg Obligors does not evidence an existence of any such advisory duty on our behalf to such person. We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Transaction Documents or the Transaction, other than as mentioned in paragraphs 2.9 (Registration and stamp duties) and 2.12 (Luxembourg tax section - Prospectus Supplement), or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter. No opinion (except to the extent expressly opined upon herein) is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Transaction Documents or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or any obligations binding upon them. No opinion is expressed or implied in this Opinion Letter in relation to (i) any notes issued from time to time under the Base Indenture or their respective issuances or (ii) any guarantees issued from time to time under the Base Indenture (other than the Guarantees (as defined in paragraph 1.1.8 hereof), but only to the extent expressly opined upon herein). Except in as far as the entry by the Luxembourg Obligors into and the performance by the Luxembourg Obligors of their obligations under the Transaction Documents is concerned, we express no opinion on any applicable licensing or similar requirements. We express no opinion on the applicability of or the compliance with the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or any delegated or implementing regulations (together the "EMIR Regulations"), of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 or implementing regulations (together the "CSD Regulations") or of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securiti...
SCOPE OF OPINION. In addition to the qualifications, exceptions, limitations and assumptions specified above, our opinions contained herein are limited exclusively to the laws of the State of Wisconsin (excluding principles of conflict of laws) and the federal laws of the United States of America, and we express or imply no opinion with respect to the laws of any other jurisdiction. We render no opinion with respect to the financial status or ability of the Companies to meet their respective obligations under any of the documents referred to herein. We also render no opinion with regards to the enforcement of the Loan Documents under: (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, the doctrine of equitable subordination and other similar laws affecting the rights of creditors generally, and (b) the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity), including without limitation, judicial limitation of the remedy of recovery of attorneys' fees, commercial reasonableness, unconscionability and specific performance. Please be advised that this opinion letter is as of the date hereof and that events and developments subsequent hereto (including changes in present law or the interpretations of such laws) could cause the foregoing opinions, if given then, to be changed or withdrawn. We disclaim any responsibility to advise you of any such events or developments which hereafter may be brought to our attention. This opinion (a) has been furnished to you at your request, and we consider it to be a confidential communication that may not be furnished, reproduced, distributed or disclosed to anyone without our prior written consent, (b) is rendered solely for your information and assistance in connection with the above transaction, and may not be relied upon by any other person or for any other purpose without our prior written consent, provided, however, that this opinion may be furnished (i) to your counsel and to your permitted assignees and participants as contemplated by the Loan Documents, and (ii) in connection with enforcement of the Loan Documents and other valid legal process, (c) is rendered as of the date hereof, and we undertake no, and hereby disclaim any kind of obligation to, advise you of any changes for any new developments that might affect any matters or opinions set forth herein, and (d) is limited to the matters stated herein, and no opinions are...
SCOPE OF OPINION. The delivery of this Opinion Letter to any person other than the Company does not evidence an existence of any advisory duty on our behalf to such person. The filing of this Opinion Letter as an exhibit to the Registration Statement does not evidence the existence of any such advisory duty or on behalf to any party other than the Company. We have not considered and do not opine on the Registration Statement or/and any securities law disclosure requirements, other than as expressly stated herein with respect to the issue of the Ordinary Shares. We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Sales Agreement or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter. We express no opinion on any applicable licensing or similar requirements. This Opinion Letter does not contain any undertaking to update it or to inform the Company of any changes in the laws of Australia or any other laws which would affect the content thereof in any manner.
SCOPE OF OPINION. We have not been responsible for advising any party to the Transaction other than International Lease Finance Corporation and the delivery of this Opinion Letter to any person other than International Lease Finance Corporation does not evidence an existence of any such advisory duty on our behalf to such person.
SCOPE OF OPINION. This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and construed in accordance with English law. We express no opinion as to the laws of any jurisdiction other than the laws of England and Wales as in force at the date of this opinion. In particular, we express no opinion as to the laws of New York. We undertake no responsibility to notify the addressee of this opinion of any change in English law occurring after the date of this opinion.
SCOPE OF OPINION. An Opinion covers only those matters both essential to the conclusion stated by the Opinion and, based upon prevailing norms and expectations found among experienced legal practitioners in the Opining Jurisdiction, reasonable in the circumstances. Other matters are not included in an Opinion by implication. The following matters, including their effects and the effects of noncompliance, are not covered by implication or otherwise in any Opinion, unless coverage is specifically addressed in the Opinion Letter as provided by Interpretive Standard 11:
SCOPE OF OPINION. 3.1 This opinion is given only with respect to English law in force at the date of this opinion as applied by the English courts. We have made no investigation of and therefore express or imply no opinion as to the laws of any other jurisdiction or as to the application of English or any other law by any other courts or on the enforceability of judgments of any other courts.
SCOPE OF OPINION. Introduction We have acted as British Columbia counsel to Axxxxxxxx Lumber Co. Ltd. (“Axxxxxxxx Lumber”), Axxxxxxxx Engineered Canada Limited Partnership (“Axxxxxxxx XX” and together with Axxxxxxxx Lumber, collectively, the “BC Loan Parties”), Axxxxxxxx Engineered Corp., Axxxxxxxx Corp. and Axxxxxxxx Engineered (USA), LLC (collectively the “Loan Parties”) in connection with a credit agreement dated as of December 14, 2005 (the “Credit Agreement”) among the Loan Parties, JPMorgan Chase Bank, N.A. (Toronto Branch), as Administrative Agent (the “Administrative Agent”), and J.X. Xxxxxx Securities Inc., as Sole Bookrunner and Sole Lead Arranger and such financial institutions, together with their respective successors and assigns, which become a party to the Credit Agreement as a lender, as lenders (the “Lenders”), and the security and administrative documents from the Loan Parties contemplated by the Credit Agreement.
