The Guaranty Agreement. The documents listed in subparagraphs (1) through (3) above shall be collectively referred to herein as the “Transaction Documents.” In this connection, I have examined such records, certificates, corporate or other proceedings and other documents as I have considered necessary or appropriate for the purposes of rendering this opinion, including an executed counterpart of each of the Transaction Documents and the certificates of good standing for each of the Obligors as such certificates are more particularly described on Schedule II attached hereto (each a “Good Standing Certificate” and collectively, the “Good Standing Certificates”). Please be advised that I have not assumed any responsibility for making any independent investigation or verification of any factual matters stated in or represented by any of the foregoing documents or any other factual matters. Please be advised that, when used in this letter, the phrases “knowledge” and “to the best of my knowledge” and phrases having equivalent wording relate only to my conscious awareness of information. Whenever I assert knowledge in stating facts or expressing an opinion which involves a question of fact, my knowledge is based solely on the inquiry and review described herein. I have assumed (i) the genuineness of all signatures on documents reviewed by me (other than those of the Obligors); (ii) the authenticity of all documents submitted to me as originals and the conformity to authentic originals of all documents submitted to me as certified, conformed or photocopies, and that none of such documents has been amended, altered, revoked or otherwise modified; and (iii) that the laws of any jurisdiction other than the State of Ohio (except for the federal laws of the United States of America) which may govern any one or more of the Transaction Documents are not inconsistent with the laws of Ohio in any matter material to this opinion. Based on such review and upon such further investigation as I have deemed necessary and such other considerations of law and fact as I believe to be relevant, I am of the opinion, as of the date hereof or as of the date of any certificate stated to have been relied on by me, that:
1. Each of the Obligors is duly organized or formed, and, as appropriate, validly existing and, based solely on the Good Standing Certificates, in good standing in the jurisdiction of its incorporation or formation.
2. Each of the Obligors has all necessary corporate, limited liability company,...
The Guaranty Agreement. The Financing Statements; and
The Guaranty Agreement. The Guaranty Agreement ranks equally and ratably with all unsecured and unsubordinated obligations of each of the Guarantors generally, but subject to the right of any Person having secured or preferred rights, whether such rights arise by contract, statute, law (or the operation thereof) or otherwise.
The Guaranty Agreement. In connection with our opinion we have examined the Credit Documents and the corporate proceedings of the Boards of Directors of the Credit Parties. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. This opinion letter is limited by, and is rendered in accordance with, the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia ("Interpretive Standards"), which Interpretative Standards are incorporated in this opinion letter by this reference. We have assumed the genuineness of all signatures (other than those on behalf of the Credit Parties) on, and authenticity of, all documents submitted to as originals and the conformity to original documents of all documents submitted to us as copies. With respect to any element of mutuality which may be required in order to support the enforceability of the Credit Documents, we have assumed that all parties thereto other than the Credit Parties (the "Other Parties") have all requisite power and authority to enter into and perform their respective obligations under the Credit Agreement and the other Credit Documents to which they are parties, that the Credit Agreement and such other Credit Documents have been duly authorized, executed and delivered by the Other Parties, and that the Credit Agreement and such other Credit Documents constitute the legal, valid and binding obligations of the Other Parties. Based on the foregoing, and subject to the qualifications hereunder set forth, we are of the opinion that:
1. Each of the Credit Parties is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation.
2. Each of the Credit Parties has the corporate power to own and operate its property and to conduct its business as now conducted and to make, deliver and perform the Credit Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of such Credit Documents. Each of the Credit Parties has duly authorized, executed and delivered each Credit Document to ...
The Guaranty Agreement. Evidence of Borrower's receipt of FNMA seller approval certification when appropriate.
The Guaranty Agreement. The documents referred to in clauses (i) through (iv) above are hereinafter collectively called the “Note Documents” and individually called a “Note Document”. Based upon and subject to the foregoing and the assumptions, qualifications and exceptions set forth below, I am of the opinion that:
(1) Each of the Company and Graco Minnesota Inc. (the “Minnesota Guarantor”) is a corporation validly existing and in good standing under the laws of the State of Minnesota. Each of the other Loan Parties is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation.
(2) Each of the Company and the Minnesota Guarantor has full corporate power and authority to own and operate its properties and assets, carry on its business as presently conducted, and enter into and perform its obligations under the Note Documents to which it is a party.
(3) The execution and delivery by each of the Company and the Minnesota Guarantor of each of the Note Documents to which it is a party, the performance by each of the Company and the Minnesota Guarantor of its obligations thereunder, and, in the case of the Company, the offering, the issuance and the sale of the Notes, have been duly authorized by all necessary corporate action on the part of such Loan Party, and the Note Documents to which either the Company or the Minnesota Guarantor is a party have been duly executed and delivered on behalf of such Loan Party.
(4) The execution and delivery by the Loan Parties of each of the Note Documents to which it is a party, the performance by each Loan Party of its obligations thereunder, and, in the case of the Company, the offering, the issuance and the sale of the Notes, do not (a) violate or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien upon any property of the Company or any other Loan Party pursuant to the provisions of the charter, bylaws or any other organizational document of any Loan Party or any material indenture, mortgage, contract or agreement to which any Loan Party is a party or by which it or its properties may be bound and of which I have Actual Knowledge, or in any writ, order or decision of any court or governmental instrumentality binding on any Loan Party and of which I have Actual Knowledge, or (b) violate any provisions of statutory law or regulation of the United States of America or the State of Minnesota applicable to such Loan Party.
(5) ...
The Guaranty Agreement. The obligations of the Security Guarantors under the Guaranty Agreement are secured by a first priority security interest and lien in the Collateral of such Security Guarantors and rank pari passu with the obligations of such Security Guarantors owed to the Lenders under the Credit Agreement. The obligations of each other Guarantor under the Guaranty Agreement ranks equally and ratably with all unsecured and unsubordinated obligations of each of such Guarantor generally, but subject to the right of any Person having secured or preferred rights, whether such rights arise by contract, statute, law (or the operation thereof) or otherwise."
The Guaranty Agreement. The Collateral Assignment of Licensing Agreement together with complete copies of the Licensing Agreement.
The Guaranty Agreement. The Loan Agreement and related note and pledge agreement; and
The Guaranty Agreement
