SCOPE OF OPINION. Our opinions set forth above are further subject to the following additional qualifications:
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.
2.2 Statements relating to taxation are based on generally published practice of HM Revenue & Customs applying at the date of this opinion.
2.3 This opinion shall be governed by and interpreted in accordance with English law. \LONLIVE\7137879.4
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. 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. Our opinion addresses only stockholders who are citizens or residents of the United States who hold their Northwest common stock as a capital asset. Our opinion does not address all tax consequences that may be relevant to particular Northwest stockholders in light of their individual circumstances or to stockholders that are subject to special rules, including, without limitation, financial institutions, tax-exempt organizations, insurance companies, dealers in stocks or securities or foreign currencies, foreign holders, persons that hold shares as a hedge against currency risk or a constructive sale or conversion transaction, or holders who acquired their shares pursuant to the exercise of employee stock options or otherwise as compensation, or the application of the alternative minimum tax. In addition, our opinion does not address the tax consequences of the Merger to holders of Northwest stock options. The opinions expressed herein are rendered only with respect to the specific matters described, and we express no opinion with respect to any other legal, federal, state or local income tax aspects of the transaction. If any of the facts, circumstances or representations are not entirely complete or accurate, we should be informed immediately, as such an inaccuracy could have a material effect upon or conclusions. In rendering our opinion, we are relying upon the relevant provisions of the Code, the regulations thereunder, and judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such changes could also have an adverse effect on our opinion. Our opinion is not binding on the Internal Revenue Service, and the Internal Revenue Service could disagree with the conclusions reached in the opinion. In the event of such disagreement, there can be no assurance that the Internal Revenue Service would not prevail in a judicial proceeding, although we believe that the positions expressed in our opinion would prevail if the matters are challenged. For what have been stated to be valid business reasons, Northwest and Midwest Banc desire to effect a merger. The facts and circumstances giving rise to the merger are set forth in the Agreement and Registration Statement. The Agreement, the Registration Statement, and the Representations set forth or referred to herein are incorporated herein as part of the Statement of Facts. The Agreement provides ...
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 Interpretative Standard 11:
(1) Local Law
(2) Law relating to permissible rates, computation or disclosure of interest, E.G., usury
(3) Antitrust and unfair competition law
(4) Securities law
(5) Fiduciary obligations
(6) Pension and employee benefit law, E.G., ERISA
(7) Regulations G, T, U and X of the Board of Governors of the Federal Reserve System
(8) Fraudulent transfer law
(9) Environmental law
(10) Land use and subdivision law
(11) Except with respect to the No Consent Opinion in (Interpretative Standard 28), Hxxx-Xxxxx-Xxxxxx, Exon-Fxxxxx and other laws related to filing requirements, other than charter-related filing requirements, such as the requirements for filing articles of merger
(12) Except with respect to a No Violation Opinion (Interpretive Standards 27), concerning creation, attachment, perfection or priority of a security interest in any Assets
(13) Bulk transfer law
(14) Tax law
(15) Patent, copyright, trademark and other intellectual property law
(16) Racketeering law, E.G., RICO
(17) Criminal statutes of general application, E.G., mail fraud and wire fraud
(18) Health and safety law, E.G., OSHA
(19) Labor law
(20) Law concerning national or local emergency
(21) Communications, public utility or common carrier law
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. 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
SCOPE OF OPINION. This opinion is limited to the matters expressly stated herein and relates exclusively to the Documents. This opinion is for the exclusive use and benefit of the addressees hereof and may not be relied upon by, disclosed to, or filed with, any other person or used in other transactions.
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.
3.2 We express no opinion on European Union law as it affects any jurisdiction other than England. We also express no opinion as to whether or not a foreign court or arbitration tribunal (applying its own conflict of laws rules) will act in accordance with the parties’ agreement as to jurisdiction and/or choice of law in the Agreements. To the extent that the laws of any jurisdiction other than England may be relevant, we have made no independent investigation thereof and our opinion is subject to the effect of such laws.
3.3 We express no opinion as to the effect that any future event or future act of the parties to the Agreements or any third parties may have on the matters referred to in this letter.
3.4 This opinion is given on the basis that it is governed by and shall be construed in accordance with English law. We do not undertake any responsibility to advise you of any change to this opinion after the date of this letter.
