Common use of SCOPE OF OPINION Clause in Contracts

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in present law or the interpretations of such laws) could cause the foregoing opinions, if given then, to be changed or withdrawn.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 implied or may be inferred beyond the matters expressly stated herein. Very truly yours, EXHIBIT B-3 Form of Opionion of Local Counsel [LETTERHEAD OF XXXXX, XXXXXXXXX & XXXXX] February 14, 2001 Addressees: Citicorp USA, Inc., as Administrative Agent and each of the Lenders party to the credit agreement, dated as of February 14, 2001, by and among Alamosa Holdings, Inc. ("Superholdings"), Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC (the "Borrower"), Export Development Corporation, as co- documentation agent, First Union National Bank, as documentation agent, Toronto Dominion (Texas), Inc., as syndication agent and Citicorp U.S.A., Inc. ("Citicorp"), as the Administrative Agent and the Collateral Agent, the lenders named therein and certain other agents named therein (the "Credit Agreement"). We have acted as Arizona local counsel to Texas Telecommunications, LP and Alamosa Properties, LP (the "Companies") in connection with the Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (the "Loan Documents"):

SCOPE OF OPINION. In addition to the qualifications, exceptions, limitations and assumptions specified above, our opinions contained herein Our opinion addresses only shareholders who are limited exclusively to the laws of the State of Wisconsin (excluding principles of conflict of laws) and the federal laws citizens or residents of the United States who hold their Seller Common Stock as a capital asset. Our opinion does not address all tax consequences that may be relevant to particular Seller shareholders in light of Americatheir individual circumstances or to shareholders 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 Seller stock options. The opinions expressed herein are rendered only with respect to the specific matters described, 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 legal, federal, state or ability local tax aspects of the Companies to meet their respective obligations under transaction. If any of the documents referred 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 our 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 hereinchange or modification by subsequent legislative, regulatory, administrative or judicial decisions. We Any such changes could also render 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 with regards would prevail if the matters are challenged. Statement of Facts For what have been stated to be valid business reasons, Seller and Buyer desire to effect a merger. The facts and circumstances giving rise to the enforcement Merger are set forth in the Agreement and Registration Statement. The Agreement provides for a statutory merger under South Carolina and North Carolina corporate law of Seller with and into Buyer. Upon completion of the Loan Documents under: (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transferMerger, the doctrine separate existence of equitable subordination Seller shall cease, with Buyer surviving as the continuing corporation and continuing the historic business of Seller. Seller shareholders who do not exercise their dissenter's rights under North Carolina law and who receive Buyer Common Stock in the Merger will become Buyer shareholders, with their shareholder rights governed by South Carolina law and Buyer's certificate of incorporation and by-laws. In order to effect the Merger, each share of Seller Common Stock which is issued and outstanding immediately prior to the Effective Time (other similar laws affecting than shares of Seller Common Stock held by either Party or any Subsidiary of either Party (in each case other than shares of Seller Common Stock held on behalf of third parties or held by any Buyer Entity or Seller Entity as a result of debts previously contracted) or shares of Seller Common Stock that are owned by shareholders properly exercising their dissenters' rights pursuant to Article 13 of the rights NCBCA) shall at the Effective Time be converted into the right to receive per share consideration, which consists of creditors generallyeither $35.00 in cash (the "Cash Consideration") or the right to receive 0.993 fully paid and nonassessable share of Buyer Common Stock (the "Stock Consideration") (collectively, the "Per-Share Consideration"). Upon such conversion, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and (beach Certificate shall thereafter represent the right to receive the Per-Share Consideration and cash for fractional shares upon the surrender of the Certificate(s) 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 the terms of the remedy Agreement. Dissenting shareholders will receive cash equal to the fair market value of recovery their Dissenting Shares. Notwithstanding the fact that each shareholder of attorneys' fees, commercial reasonableness, unconscionability and specific performance. Please Seller will be advised that this opinion letter is as of entitled to elect the date hereof and that events and developments subsequent hereto (including changes in present law Stock Consideration 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 Cash Consideration 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 implied or may be inferred beyond the matters expressly stated herein. Very truly yours, EXHIBIT B-3 Form of Opionion of Local Counsel [LETTERHEAD OF XXXXX, XXXXXXXXX & XXXXX] February 14, 2001 Addressees: Citicorp USA, Inc., as Administrative Agent and each of his or her shares of Seller Common Stock, there is an overall limitation which provides that the Lenders party to the credit agreement, dated as aggregate Stock Consideration shall equal 939,372 shares of February 14, 2001, by and among Alamosa Holdings, Inc. ("Superholdings"), Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC (the "Borrower"), Export Development Corporation, as co- documentation agent, First Union National Bank, as documentation agent, Toronto Dominion (Texas), Inc., as syndication agent and Citicorp U.S.A., Inc. ("Citicorp"), as the Administrative Agent and the Collateral Agent, the lenders named therein and certain other agents named therein (the "Credit Agreement"). We have acted as Arizona local counsel to Texas Telecommunications, LP and Alamosa Properties, LP (the "Companies") in connection with the Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (the "Loan Documents"):Buyer Common Stock.

SCOPE OF OPINION. In addition to the qualifications, exceptions, limitations and assumptions specified above, our opinions contained herein Our opinion addresses only stockholders who are limited exclusively to the laws of the State of Wisconsin (excluding principles of conflict of laws) and the federal laws 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 Americatheir 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 or imply no opinion with respect to the laws of any other jurisdiction. We render no opinion with respect to the financial status legal, federal, state or ability local income tax aspects of the Companies to meet their respective obligations under transaction. If any of the documents 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. Statement of Facts 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 hereinherein are incorporated herein as part of the Statement of Facts. We also render no opinion The Agreement provides for a statutory merger under Delaware General Corporation Law of Northwest with regards and into Midwest Banc. Upon completion of the Merger, the separate existence of Northwest shall cease, with Midwest Banc surviving as the continuing corporation and continuing the historic business of Northwest. Midwest Banc will exchange cash and shares of its common stock for shares of Northwest common stock. Northwest shareholders who do not exercise their appraisal rights under Delaware law and who receive Midwest Banc common stock in the Merger will become Midwest Banc shareholders, with their shareholder rights governed by Delaware law and Midwest Banc’s amended and restated certificate of incorporation and restated by-laws. In order to effect the Merger, each share of Northwest common stock which is issued and outstanding immediately prior to the enforcement Effective Time (other than shares of Northwest common stock held in treasury of Northwest or held by Midwest Banc, which shares shall be cancelled, and shares held by persons exercising their dissenter rights) shall at the Effective Time be converted into the right to receive per share consideration, which consists of either $42.75 in cash (the “Cash Consideration”) or the right to receive (A) the number of fully paid and nonassessable shares of Midwest Banc Common Stock equal to the Exchange Ratio or (B) in the event that Midwest Banc consummates a Company Change of Control or Midwest Banc enters into a Contract providing for a Change of Control, in each case prior to the Effective Time, 2.2095 fully paid and nonassessable shares of Midwest Banc Common Stock (the “Stock Consideration”) (collectively, the “Merger Consideration”). Upon such conversion, all such shares of Northwest common stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate shall thereafter represent the right to receive the Merger Consideration and cash for fractional shares upon the surrender of the Loan Documents under: (aCertificate(s) 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 the terms of the remedy Agreement. Dissenting stockholders will receive cash equal to the fair market value of recovery of attorneys' fees, commercial reasonableness, unconscionability and specific performancesuch Dissenting Shares. Please be advised that this opinion letter is as The dollar value of the date hereof and per share Stock Consideration will depend on the market value of the Midwest Banc common stock at the time of the exchange of Northwest shares for the per share stock consideration. Northwest may terminate the Merger if, on the day immediately preceding the anticipated Effective Time of the Merger, the volume weighted average price of Midwest Banc common stock does not meet a certain threshold. If that events and developments subsequent hereto event should occur, Midwest Banc has the right, but not the obligation, to increase the Stock Consideration (including changes in present law or the interpretations of such laws“Additional Stock Amount”) could to an amount so as to cause the foregoing opinionsStock Consideration to meet the threshold amount. Northwest will take all action reasonably necessary so that, if given thenon or before the Closing Date, each holder of a stock option (the “Seller Stock Options”) heretofore granted under any Northwest Stock Option Plan or pursuant to be changed any employment or withdrawn. We disclaim any responsibility to advise you of any other agreement shall exercise such events Seller Stock Option in accordance with its terms or developments which hereafter may be brought to our attention. This opinion (a) has been furnished to you at your request, and we consider exchange 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, Seller provided, however, that this opinion may in the event that any such Seller Stock Options shall remain outstanding immediately prior to the Effective Time, then each such Seller Stock Option shall be furnished exchanged for an amount of cash equal to $0.01 and at the Effective Time each such Seller Stock Option shall become null and void and of no further force or effect. In addition, if the aggregate number of shares of Northwest common stock in respect of which Stock Elections have been made exceeds 45% of the number of shares of Northwest common stock outstanding immediately prior to the Effective Time of the Merger, then the number of shares of Northwest common stock for which an election to receive Midwest Banc common stock and otherwise would have been entitled to receive Midwest Banc common stock will be reduced to the extent necessary so that the aggregate number of shares entitled to receive Midwest Banc common stock will equal 45% of the number of shares of Northwest common stock outstanding immediately prior to the Effective Time of the Merger. Under the Agreement, Midwest Banc may, in its sole discretion, decrease the 45% maximum stock threshold to such number of shares of Northwest common stock as Midwest Banc reasonably determines, after consultation with Northwest and respective tax counsel to Midwest Banc and Northwest, if necessary. If the aggregate number of shares of Northwest common stock in respect of which Stock Elections have been made is less than 45% of the number of shares of Northwest common stock outstanding immediately prior to the Effective Time of the Merger, then the number of shares of Northwest common stock for which elections to receive Midwest Banc common stock have not been made (inor exercised appraisal rights under Delaware law) will be reduced to your counsel the extent necessary so that the aggregate number of shares entitled to receive stock shall equal 45% of the number of shares of Northwest common stock outstanding immediately prior to the Effective Time of the Merger. Each share of Northwest common stock that is not converted into cash will be converted into the right to receive Midwest Banc common stock. Opinion Based on our understanding of the Agreement, Registration Statement, foregoing facts, Representations, applicable laws and to your permitted assignees and participants as contemplated by the Loan Documentsregulations, and (ii) subject to the scope and limitations set forth in connection with enforcement this letter, the federal income tax consequences of the Loan Documents and other valid legal process, (c) is rendered proposed transaction in our view are 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 implied or may be inferred beyond the matters expressly stated herein. Very truly yours, EXHIBIT B-3 Form of Opionion of Local Counsel [LETTERHEAD OF XXXXX, XXXXXXXXX & XXXXX] February 14, 2001 Addressees: Citicorp USA, Inc., as Administrative Agent and each of the Lenders party to the credit agreement, dated as of February 14, 2001, by and among Alamosa Holdings, Inc. ("Superholdings"), Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC (the "Borrower"), Export Development Corporation, as co- documentation agent, First Union National Bank, as documentation agent, Toronto Dominion (Texas), Inc., as syndication agent and Citicorp U.S.A., Inc. ("Citicorp"), as the Administrative Agent and the Collateral Agent, the lenders named therein and certain other agents named therein (the "Credit Agreement"). We have acted as Arizona local counsel to Texas Telecommunications, LP and Alamosa Properties, LP (the "Companies") in connection with the Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (the "Loan Documents"):follows:

SCOPE OF OPINION. In addition to rendering our opinion, we have considered the qualifications, exceptions, limitations and assumptions specified above, our opinions contained herein are limited exclusively to the laws applicable provisions of the State of Wisconsin (excluding principles of conflict of laws) and the federal laws Code, Treasury Regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the United States of AmericaInternal Revenue Service and such other authorities as we have considered relevant. It should be noted that statutes, 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 limitationregulations, judicial limitation of decisions and administrative interpretations are subject to change at any time and in certain circumstances with retroactive effect. A material change in 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 authorities or the interpretations of such laws) facts, information, covenants, statements, representations or assumptions upon which our opinion is based 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 affect our attentionconclusions. This opinion (a) has been furnished to you at your requestis not binding on the Internal Revenue Service and there can be no assurance, and we consider it none is therefore given, that the Internal Revenue Service will not take a position contrary to one or more of the positions reflected in the foregoing opinion or that our opinion will be a confidential communication that may not be furnishedupheld by the courts if challenged by the Internal Revenue Service. We express no opinion concerning any tax consequences of the Merger, 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 other than those specifically set forth. Our opinion may not be relied upon by any other person or for entity other than you, and no person may be surrogate to any other purpose without rights you have in connection with our opinion. We hereby consent to the filing of this opinion as an exhibit to the Joint Proxy Statement/Prospectus and the reference to the above mentioned opinion under "Important Federal Income Tax Consequences of the Merger". In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Without our prior written consent, provided, however, that this opinion may not be furnished to any other person or entity and may not be quoted in whole or in part or otherwise referred to in (ior be the basis for) any report or document furnished to your counsel and to your permitted assignees and participants as contemplated by the Loan Documentsany person or entity, and (ii) except in connection with enforcement inspection 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 addressee's files by internal company or opinions set forth herein, and (d) is limited to the matters stated herein, and no opinions are implied governmental examiners or may be inferred beyond the matters expressly stated hereinauditors. Very truly yours, EXHIBIT B-3 Form of Opionion of Local Counsel [LETTERHEAD OF XXXXX, XXXXXXXXX & XXXXX] February 14, 2001 Addressees: Citicorp USA, Inc., as Administrative Agent and each of the Lenders party to the credit agreement, dated as of February 14, 2001, by and among Alamosa Holdings, Inc. ("Superholdings"), Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC (the "Borrower"), Export Development Corporation, as co- documentation agent, First Union National Bank, as documentation agent, Toronto Dominion (Texas), Inc., as syndication agent and Citicorp U.S.A., Inc. ("Citicorp"), as the Administrative Agent and the Collateral Agent, the lenders named therein and certain other agents named therein (the "Credit Agreement"). We have acted as Arizona local counsel to Texas Telecommunications, LP and Alamosa Properties, LP (the "Companies") in connection with the Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (the "Loan Documents"):,