The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion to the effect that the Put Shares are fully paid and nonassessable that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of Utah and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Utah and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put Shares, Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put Shares and Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares when issued in compliance with the Line of Credit Agreement, and the Warrant Shares when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put Shares, Warrants and Warrant Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares and Warrant Shares in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. In connection with the registration of the Put Shares and Warrant Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of Form SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, Ray, Xxxxxxx & Xxxxxxx EXHIBIT C COMPLIANCE CERTIFICATE COMMERCIAL CONCEPTS, INC. The undersigned, _______________, hereby certifies, with respect to shares of common stock of the Commercial Concepts, Inc. (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated July ____, 2000, by and among the Company and certain Investors (the "Agreement"), as follows: 1. The undersigned is the duly elected Chairman and Chief Executive Officer of the Company. 2. The representations and warranties of the Company set forth in Article IV of the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in Article VI and Article VII of the Agreement. The undersigned has executed this Certificate this ____ day of ________, 2000. COMMERCIAL CONCEPTS, INC. By:________________________________ Name: Chief Executive Officer EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of July ____, 2000 among certain Investors (the "Investor") and Commercial Concepts, Inc. (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $.001 par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 2 contracts

Samples: Private Equity Line of Credit Agreement (Commercial Concepts Inc), Private Equity Line of Credit Agreement (Commercial Concepts Inc)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. ~~Where our opinion relates~~ In addition, we have examined and relied upon the Agreements, including the representations and warranties of the Company included therein, and we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our ~~"knowledge,"~~ satisfaction, of such records and documents of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. This opinion as to factual matters is limited to our actual knowledge as of the date hereof, and such knowledge is does not include constructive knowledge or any information that we might have gained had we performed further investigations. Statements "to our knowledge" are based solely upon ~~our examination of the records, documents, instruments, and certificates enumerated or described above and~~ the actual knowledge (i.e., conscious awareness of ~~attorneys in this~~ facts or other information), with no further investigation, of _________________________the lawyers of the firm who ~~are currently involved in~~ have given substantive legal ~~representation of~~ attention to representing the Company ~~on matters related to~~ in connection with the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion ~~to the effect~~ that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah and New York~~Colorado. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ Colorado and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put Shares, Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put Shares and Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares when issued in compliance with the Line of Credit Agreement, and the Warrant Shares when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 63. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares ~~and Warrant Shares~~ in accordance with the Line of Credit Agreement, will ~~not~~ not, to our knowledge, violate any provision of the Articles or Bylaws or ~~any~~ the law ~~applicable~~ of Colorado. 4. The holders of the Common Stock will not be subject to the ~~Company~~provisions of the State of Colorado's anti-takeover statutes. In ~~connection~~ addition, we have participated in conferences with ~~the registration~~ officers and other representatives of the ~~Put Shares and Warrant Shares~~Company, ~~we advised~~ representatives of the independent public accountants of the Company ~~as to the requirements~~ and representatives of the ~~Securities Act and~~ Investor at which the ~~applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation~~ contents of the Registration Statement and Prospectus were discussed and, although we are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus, ~~including review and discussion of the contents thereof. On~~ on the basis of the ~~information~~ foregoing nothing has come to our attention that ~~was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of Form SB-2, we have no reason~~ causes us to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS, INC.~~ ---------------------------------- The undersigned, _______________, hereby certifies, with respect to the shares of ~~common stock~~ Common Stock of ~~the Commercial Concepts, Inc.~~ _____________________ (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated ~~July~~ _____________, ~~2000~~2001, by and among the Company and certain ~~Investors~~ Investor (the "Agreement"), as follows: 1. The undersigned is the duly elected ~~Chairman and Chief Executive Officer~~ ____________________ of the Company. 2. The representations and warranties of the Company set forth in ~~Article IV of~~ the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in ~~Article VI and Article VII~~ the Agreement. 4. The amount of Common Stock remaining registered in an effective registration statement on behalf of each Investor as of this date is set forth on the schedule hereto. 5. The purchase price of the ~~Agreement~~Common Stock previously issued to each of the Investor is set forth on the schedule hereto. The undersigned has executed this Certificate this ____ day of ________, ~~2000~~2001. ~~COMMERCIAL CONCEPTS, INC.~~ ------------------------------------ By:_____________________________________ Name: ~~Chief Executive Officer~~ Title: EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT ~~COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent~~ ------------------------------------- [TRANSFER AGENT] Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July~~ ________________, ~~2000~~ 2001 among certain ~~Investors~~ Investor (the "Investor") and ~~Commercial Concepts, Inc.~~ _____________________ (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $~~.001~~ ____ par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Worldwide Petromoly Inc)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion to the effect that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah~~ [jurisdiction of incorporation] and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ [jurisdiction of incorporation] and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put ~~Shares,~~ Shares and Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put Shares and Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares ~~when issued in compliance with the Line of Credit Agreement,~~ and the Warrant ~~Shares~~ Shares, when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares ~~and Warrant Shares~~ in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. 7. ~~In connection with the registration~~ The holders of the ~~Put Shares and Warrant Shares, we advised the Company as~~ Common Stock will not be subject to the ~~requirements~~ provisions of the ~~Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course~~ State of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of Form SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the ProspectusNevada's anti-takeover statutes. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS, INC.~~ ---------------------------------- The undersigned, _______________, hereby certifies, with respect to the shares of ~~common stock~~ Common Stock of ~~the Commercial Concepts, Inc.~~ _____________________ (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated ~~July~~ _____________, ~~2000~~2001, by and among the Company and certain ~~Investors~~ Investor (the "Agreement"), as follows: 1. The undersigned is the duly elected ~~Chairman and Chief Executive Officer~~ ______________________________ of the Company. 2. The representations and warranties of the Company set forth in ~~Article IV of~~ the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in ~~Article VI and Article VII~~ the Agreement. 4. The amount of Common Stock remaining registered in an effective registration statement on behalf of each Investor as of this date is set forth on the schedule hereto. 5. The purchase price of the ~~Agreement~~Common Stock previously issued to each of the Investor is set forth on the schedule hereto. The undersigned has executed this Certificate this ____ day of ________, ~~2000~~2001. ~~COMMERCIAL CONCEPTS, INC.~~ ------------------------------------ By:_____________________________________ Name: ~~Chief Executive Officer~~ Title: EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT ~~COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent~~ ------------------------------------- [TRANSFER AGENT] Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July~~ ________________, ~~2000~~ 2001 among certain ~~Investors~~ Investor (the "Investor") and ~~Commercial Concepts, Inc.~~ _____________________ (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $~~.001~~ ____ par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Vizario Inc)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion to the effect that the Put Shares are fully paid and nonassessable that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah~~ Delaware and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ Delaware and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put ~~Shares,~~ Shares and Warrant ~~Shares,~~ Shares and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put Shares and Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares ~~when issued in compliance with the Line of Credit Agreement,~~ and ~~the~~ Warrant Shares when issued in compliance with the Line of Credit ~~Agreement and Registration Rights~~ Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares and Warrant Shares in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. In connection with the registration of the Put Shares and Warrant Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of Form ~~SB-2~~S-__, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS~~ADVANCED AERODYNAMICS & STRUCTURES, INC. The undersigned, _______________, hereby certifies, with respect to shares of common stock of the ~~Commercial Concepts~~Advanced Aerodynamics & Structures, Inc. (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated ~~July ____~~August 15, 2000, by and among the Company and certain Investors (the "Agreement"), as follows: 1. The undersigned is the duly elected Chairman and Chief Executive Officer of the Company. 2. The representations and warranties of the Company set forth in Article IV of the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in Article VI and Article VII of the Agreement. The undersigned has executed this Certificate this ____ day of ________, 2000. ~~COMMERCIAL CONCEPTS~~ADVANCED AERODYNAMICS & STRUCTURES, INC. By:_____________________________________ Name: Chairman and Chief Executive Officer EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT ~~COMMERCIAL CONCEPTS~~ADVANCED AERODYNAMICS & STRUCTURES, INC. Name, address and phone and fax number of Transfer Agent Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July ____~~August 15, 2000 among certain Investors (the "Investor") and ~~Commercial Concepts~~Advanced Aerodynamics & Structures, Inc. (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $.001 par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Advanced Aerodynamics & Structures Inc/)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion to the effect that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah~~ [jurisdiction of incorporation] and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ [jurisdiction of incorporation] and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put ~~Shares,~~ Shares and Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put Shares and Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares ~~when issued in compliance with the Line of Credit Agreement,~~ and the Warrant ~~Shares~~ Shares, when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares ~~and Warrant Shares~~ in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. 7. The holders of the Common Stock will not be subject to the provisions of the States of [states of incorporation and principal office location] anti-takeover statutes. In connection with the registration of the Put Shares and Warrant Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of ~~Form~~ Forms S-1 and SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS, INC.~~ __________________________________ The undersigned, _______________, hereby certifies, with respect to the shares of ~~common stock~~ Common Stock of ~~the Commercial Concepts, Inc.~~ _____________________ (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated ~~July~~ _____________, ~~2000~~2001, by and among the Company and certain Investors (the "Agreement"), as follows: 1. The undersigned is the duly elected ~~Chairman and Chief Executive Officer~~ ______________________________ of the Company. 2. The representations and warranties of the Company set forth in ~~Article IV of~~ the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in ~~Article VI and Article VII~~ the Agreement. 4. The amount of Common Stock remaining registered in an effective registration statement on behalf of each Investor as of this date is set forth on the schedule hereto. 5. The purchase price of the ~~Agreement~~Common Stock previously issued to each of the Investors is set forth on the schedule hereto. The undersigned has executed this Certificate this ____ day of ________, ~~2000~~2001. ~~COMMERCIAL CONCEPTS, INC.~~ ________________________________________ By:_____________________________________ Name: ~~Chief Executive Officer~~ Title: EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT ~~COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent~~ _____________________________________ [TRANSFER AGENT] Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July~~ ________________, ~~2000~~ 2001 among certain Investors (the "Investor") and ~~Commercial Concepts, Inc.~~ _____________________ (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $~~.001~~ ____ par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Paradigm Advanced Technologies Inc)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion to the effect that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah~~ [jurisdiction of incorporation] and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ [jurisdiction of incorporation] and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put Shares, Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put Shares and Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares when issued in compliance with the Line of Credit Agreement, and the Warrant Shares when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put Shares, Warrants and Warrant Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares and Warrant Shares in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. 7. The holders of the Common Stock and Warrant Shares will not be subject to the provisions of the States of [states of incorporation and principal office location] anti-takeover statutes. In connection with the registration of the Put Shares and Warrant Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of ~~Form~~ Forms S-3 and SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS, INC.~~ __________________________________ The undersigned, _______________, hereby certifies, with respect to the shares of ~~common stock~~ Common Stock of ~~the Commercial Concepts, Inc.~~ _____________________ (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated ~~July~~ _____________, ~~2000~~2001, by and among the Company and certain Investors (the "Agreement"), as follows: 1. The undersigned is the duly elected ~~Chairman and Chief Executive Officer~~ __________________________ of the Company. 2. The representations and warranties of the Company set forth in ~~Article IV of~~ the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in ~~Article VI and Article VII~~ the Agreement. 4. The amount of Common Stock remaining registered in an effective registration statement on behalf of each Investor as of this date is set forth on the schedule hereto. 5. The purchase price of the ~~Agreement~~Common Stock previously issued to each of the Investors is set forth on the schedule hereto. The undersigned has executed this Certificate this ____ day of ________, ~~2000~~2001. ~~COMMERCIAL CONCEPTS, INC.~~ ____________________________________ By:______________________________________ Name: ~~Chief Executive Officer~~ Title: EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT ~~COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent~~ _____________________________________ [TRANSFER AGENT] Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July~~ ________________, ~~2000~~ 2001 among certain Investors (the "~~Investor") and Commercial Concepts, Inc.~~ Investor")and _____________________ (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $~~.001~~ ____ par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Conectisys Corp)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have ~~assumed~~ assumed, for purposes of our ~~opinion~~ opinion, to the effect that the Put Shares are fully paid and ~~nonassessable~~ that ~~the consideration for such Put Shares will be received by~~ the Company in accordance with the Line of Credit ~~Agreement~~Agreement will receive the consideration for such Put Shares. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah~~ [jurisdiction of incorporation] and ~~New York~~Delaware. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ [jurisdiction of incorporation] and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our ~~knowledge~~ knowledge, the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put ~~Shares,~~ Shares and Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the ~~Put Shares and~~ Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares ~~when issued in compliance with the Line of Credit Agreement,~~ and the Warrant ~~Shares~~ Shares, when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares ~~and Warrant Shares~~ in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. 7. The holders of the Common Stock will not be subject to the provisions of the States of [states of incorporation and principal office location] anti-takeover statutes. In connection with the registration of the Put Shares and Warrant Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in ~~the~~ light of our understanding of the Securities Act, including the requirements of ~~Form~~ Forms S-1 and SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) ), as of its Effective ~~Date~~ Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) ), as of the Effective Date of the Registration ~~Statement~~ Statement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, ~~including~~ including, without ~~limitation~~ limitation, the effect of statutory or other ~~law~~ laws regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be ~~relief~~ relied upon or used by, circulated, quoted, or referred to nor may any copies hereof by be delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS, INC.~~ __________________________________ The undersigned, _______________, hereby certifies, with respect to the shares of ~~common stock~~ Common Stock of ~~the Commercial Concepts, Inc.~~ _____________________ (the "Company") issuable in connection with the Optional Purchase ~~Notice,~~ Notice dated _________________ (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit ~~Agreement,~~ Agreement dated ~~July~~ ____~~, 2000~~_____________, by and among the Company and ~~certain Investors~~ the Investor (the "Agreement"), as follows: 1. The undersigned is the duly elected ~~Chairman and Chief Executive Officer~~ ______________________________ of the Company. 2. The representations and warranties of the Company set forth in ~~Article IV of~~ the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has ~~performed~~ performed, in all material ~~respects~~ respects, all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in ~~Article VI and Article VII~~ the Agreement. 4. The amount of Common Stock remaining registered in an effective registration statement on behalf of the ~~Agreement~~Investor as of this date is set forth on the schedule hereto. The undersigned has executed this Certificate this ____ day of ________~~, 2000~~____. ~~COMMERCIAL CONCEPTS, INC.~~ _________________ _______________________ By:______________ _______________________ Name: Title: EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT _____________________________________ ~~Name: Chief Executive Officer EXHIBIT D INSTRUCTIONS TO~~ [TRANSFER ~~AGENT COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent~~ AGENT] Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July~~ ____~~, 2000~~ ________________ among ~~certain Investors~~ the Investor (the "Investor") and ~~Commercial Concepts, Inc.~~ _____________________ (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the ~~Agreement~~ Agreement, the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $~~.001~~ ____ par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Borough Corp)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. ~~Where our opinion relates~~ In addition, we have examined and relied upon the Agreements, including the representations and warranties of the Company included therein, and we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our ~~"knowledge,"~~ satisfaction, of such records and documents of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We have also reviewed the opinion given to you by the law firm of ____________________________for all matters relating to Colorado law, a copy of which opinion is attached as Exhibit A hereto. This opinion as to factual matters is limited to our actual knowledge as of the date hereof, and such knowledge is does not include constructive knowledge or any information that we might have gained had we performed further investigations. Statements "to our knowledge" are based solely upon ~~our examination of the records, documents, instruments, and certificates enumerated or described above and~~ the actual knowledge (i.e., conscious awareness of ~~attorneys in this~~ facts or other information), with no further investigation, of ____________________________ the lawyers of the firm who ~~are currently involved in~~ have given substantive legal ~~representation of~~ attention to representing the Company ~~on matters related to~~ in connection with the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion ~~to the effect~~ that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the ~~States~~ State of ~~Utah and~~ New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Utah and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 32. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 43. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put ~~Shares,~~ Shares and Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put Shares and Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares ~~when issued in compliance with the Line of Credit Agreement,~~ and the Warrant ~~Shares~~ Shares, when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 54. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 65. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares ~~and Warrant Shares~~ in accordance with the Line of Credit Agreement, will not violate the any provision of the Articles or Bylaws or the law of any ~~law applicable~~ jurisdiction in which the Company is qualified to do business. In addition, we have participated in conferences with officers and other representatives of the Company~~. In connection with the registration~~ , representatives of the ~~Put Shares and Warrant Shares, we advised~~ independent public accountants of the Company ~~as to the requirements~~ and representatives of the ~~Securities Act and~~ Investor at which the ~~applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation~~ contents of the Registration Statement and Prospectus were discussed and, although we are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus, ~~including review and discussion of the contents thereof. On~~ on the basis of the ~~information~~ foregoing nothing has come to our attention that ~~was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of Form SB-2, we have no reason~~ causes us to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray~~PRIVATE EQUITY LINE OF CREDIT AGREEMENT EXHIBIT B-2 FORM OF OPINION OF THE COMPANY'S INDEPENDENT COUNSEL WITHIN 5 TRADING DAYS FOLLOWING EFFECTIVE DATE OF REGISTRATION STATEMENT TO: We have acted as counsel to Worldwide PetroMoly, ~~Xxxxxxx & Xxxxxxx EXHIBIT C COMPLIANCE CERTIFICATE COMMERCIAL CONCEPTS~~Inc., ~~INC. The undersigned~~a Colorado corporation (the "Company"), _in connection with the Private Equity Line of Credit Agreement between the Company and you, dated as of ______________, ~~hereby certifies, with respect to shares of common stock of the Commercial Concepts, Inc.~~ 2001 (the "~~Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity~~ Line of Credit Agreement"), ~~dated July ____, 2000, by and among~~ pursuant to which the Company ~~and certain Investors~~ will issue to you from time to time shares of Common Stock, no par value (the "~~Agreement~~Put Shares"~~), as follows: 1. The undersigned is~~ ) and the ~~duly elected Chairman~~ Registration Rights Agreement between you and ~~Chief Executive Officer of~~ the Company. 2. The representations and warranties of the Company set forth in Article IV of the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in Article VI and Article VII of the Agreement. The undersigned has executed this Certificate this , dated __~~__ day of~~ ________, ~~2000~~2001 (the "Registration Rights Agreement," and together with the Line of Credit Agreement, the "Agreements"). ~~COMMERCIAL CONCEPTS~~This opinion is rendered to you pursuant to Section 7.2(h) of the Line of Credit Agreement. Capitalized terms used without definition in this opinion have the meanings given to them in the Line of Credit Agreement. In our examination of the above documents, ~~INC~~we have assumed, without independent investigation, the genuineness of all signatures, other than signatures of representatives of the Company, the enforceability of the Agreements against all parties other than the Company, the legal capacity of all individuals who have executed the Agreements and the other documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to the original documents of all documents submitted to us as certified, photostatic, reproduced or conformed copies of documents, and the authenticity of all such documents. ByIn expressing the opinions set forth herein, we have also relied on the factual matters contained in the representations and warranties made by the Investor. We have based our opinion upon our review of the following records, documents and instruments: (a) The Articles of Incorporation of the Company, as amended to date (the "Articles"), certified by the Secretary of State Colorado as of ____________, 2001 and certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion; (b) The Bylaws of the Company certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion (the "Bylaws"); (c) Records certified to us by an officer of the Company as constituting all records of proceedings and actions of the Board of Directors and the shareholders of the Company relating to the transactions contemplated by the Agreement; (d) The Agreements; (e) A certificate related to the good standing of the Company issued by the Secretary of State of the State of Colorado dated __________~~__________ Name:~~ , 2001; (f) A Certificate of the Chief Executive Officer ~~EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number~~ of ~~Transfer Agent Dear Sirs: Reference is made~~ the Company as to ~~the Private Equity Line of Credit Agreement~~ certain factual matters (the "~~Agreement~~Officer's Certificate"), dated as of July ____, 2000 among certain Investors (the "Investor") and Commercial Concepts, Inc. (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $.001 par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.;

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Worldwide Petromoly Inc)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have ~~assumed~~ assumed, for purposes of our ~~opinion~~ opinion, to the effect that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah~~ [jurisdiction of incorporation] and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ [jurisdiction of incorporation] and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our ~~knowledge~~ knowledge, the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put ~~Shares,~~ Shares and Warrant Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the ~~Put Shares and~~ Warrant Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares ~~when issued in compliance with the Line of Credit Agreement,~~ and the Warrant ~~Shares~~ Shares, when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and Warrant Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares ~~and Warrant Shares~~ in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. 7. The holders of the Common Stock will not be subject to the provisions of the States of [states of incorporation and principal office location] anti-takeover statutes. In connection with the registration of the Put Shares and Warrant Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in ~~the~~ light of our understanding of the Securities Act, including the requirements of ~~Form~~ Forms S-1 and SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) ), as of its Effective ~~Date~~ Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) ), as of the Effective Date of the Registration ~~Statement~~ Statement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, ~~including~~ including, without ~~limitation~~ limitation, the effect of statutory or other ~~law~~ laws regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be ~~relief~~ relied upon or used by, circulated, quoted, or referred to nor may any copies hereof by be delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS, INC.~~ The undersigned, ~~_______________~~--------------------------, hereby certifies, with respect to the shares of ~~common stock~~ Common Stock of ~~the Commercial Concepts, Inc.~~ --------------------------- (the "Company") issuable in connection with the Optional Purchase ~~Notice,~~ Notice dated ---------------- (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit ~~Agreement,~~ Agreement dated ~~July ____, 2000~~----------------------------------, by and among the Company and ~~certain Investors~~ the Investor (the "Agreement"), as follows: 1. The undersigned is the duly elected ~~Chairman and Chief Executive Officer~~ -------------------------- of the Company. 2. The representations and warranties of the Company set forth in ~~Article IV of~~ the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has ~~performed~~ performed, in all material ~~respects~~ respects, all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in ~~Article VI and Article VII~~ the Agreement. 4. The amount of Common Stock remaining registered in an effective registration statement on behalf of the ~~Agreement~~Investor as of this date is set forth on the schedule hereto. The undersigned has executed this Certificate this ~~____~~ ---- day of ~~________, 2000~~--------------. ~~COMMERCIAL CONCEPTS, INC.~~ ---------------------------------------- By~~:________________________________~~ : ------------------------------------ Name: ~~Chief Executive Officer~~ Title: EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT ~~COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent~~ [TRANSFER AGENT] Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July ____, 2000~~ -------------------- among ~~certain Investors~~ the Investor (the "Investor") and ~~Commercial Concepts, Inc.~~ --------------------- (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the ~~Agreement~~ Agreement, the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $~~.001~~ -------- par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Hand Brand Distribution Inc)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion to the effect that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of ~~Utah~~ [jurisdiction of incorporation] and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ [jurisdiction of incorporation] and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put Shares, ~~Warrant Shares,~~ and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the Put ~~Shares and Warrant~~ Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares when issued in compliance with the Line of Credit Agreement, ~~and the Warrant Shares~~ when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares ~~and Warrant Shares~~ may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put ~~Shares, Warrants and Warrant~~ Shares. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares ~~and Warrant Shares~~ in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. 7. The holders of the Common Stock will not be subject to the provisions of the States of [states of incorporation and principal office location] anti- takeover statutes. In connection with the registration of the Put ~~Shares and Warrant~~ Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of ~~Form~~ Forms S-1 and SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, ~~Ray, Xxxxxxx & Xxxxxxx~~ EXHIBIT C COMPLIANCE CERTIFICATE ~~COMMERCIAL CONCEPTS, INC.~~ __________________________________ The undersigned, _______________, hereby certifies, with respect to the shares of ~~common stock~~ Common Stock of ~~the Commercial Concepts, Inc.~~ _____________________ (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated ~~July~~ _____________, ~~2000~~2001, by and among the Company and certain Investors (the "Agreement"), as follows: 1. The undersigned is the duly elected ~~Chairman and Chief Executive Officer~~ ______________________________ of the Company. 2. The representations and warranties of the Company set forth in ~~Article IV of~~ the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in ~~Article VI and Article VII~~ the Agreement. 4. The amount of Common Stock remaining registered in an effective registration statement on behalf of each Investor as of this date is set forth on the schedule hereto. 5. The purchase price of the ~~Agreement~~Common Stock previously issued to each of the Investors is set forth on the schedule hereto. The undersigned has executed this Certificate this ____ day of ________, ~~2000~~2001. ~~COMMERCIAL CONCEPTS, INC.~~ ____________________________________ By:_____________________________________ Name: ~~Chief Executive Officer~~ Title: EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT ~~COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent~~ _____________________________________ [TRANSFER AGENT] Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of ~~July~~ ________________, ~~2000~~ 2001 among certain Investors (the "Investor") and ~~Commercial Concepts, Inc.~~ _____________________ (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $~~.001~~ ____ par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Team Communications Group Inc)

The SEC Documents. With your consent, we have based our opinion expressed in paragraph 1 below as to the good standing of the Company solely upon the documents enumerated in (e) and (f) above. Where our opinion relates to our "knowledge," such knowledge is based upon our examination of the records, documents, instruments, and certificates enumerated or described above and the actual knowledge of attorneys in this firm who are currently involved in substantive legal representation of the Company on matters related to the Agreements. With your consent, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion expressed in paragraph 2 of Part III below. We have assumed for purposes of our opinion to the effect that the Put Shares are fully paid and ~~nonassessable~~ that the consideration for such Put Shares will be received by the Company in accordance with the Line of Credit Agreement. We express no opinion as to any anti-fraud provisions of applicable federal or state securities laws, any tax, anti-trust, land use, export, safety, environmental or hazardous materials laws, rules or regulations. This opinion is limited to the federal laws of the United States of America and the laws of the States of Utah and New York. We disclaim any opinion as to the laws of any other jurisdiction and we further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed below, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of ~~Utah~~ [jurisdiction of incorporation] and has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the SEC Documents. To our knowledge the Company does not have any subsidiaries other than as set forth in the SEC Documents. 2. To our knowledge, except as described in the SEC Documents, there are no claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or to our knowledge, any officer or director of the Company in his or her capacity as such, nor to our knowledge has the Company received any written threat of any such claims, actions, suits, proceedings or investigations. 3. To our knowledge, except as described in the Company's representations and warranties contained in Article IV of the Line of Credit Agreement, there are no outstanding options, ~~warrants~~Commitment Stocks, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understanding, or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. 4. Subject to the accuracy of your representations in Article III of the Line of Credit Agreement on the date hereof and on the date of issuance of any Put ~~Shares, Warrant~~ Shares and Commitment Stock Shares, and the statement in the Officer's Certificate that the Company has not offered or sold, and will not offer or sell, any Put Shares by means of advertising or public solicitation, the issuance of the ~~Put Shares and Warrant~~ Commitment Stock Shares in conformity with the terms of the Line of Credit Agreement constitutes transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended. The Put Shares ~~when issued in compliance with the Line of Credit Agreement,~~ and the ~~Warrant Shares~~ Commitment Stock Shares, when issued in compliance with the Line of Credit Agreement and Registration Rights Agreement, will be duly authorized, validly issued, fully paid, and non-assessable and free of preemptive rights set forth in the Articles, Bylaws and any agreement filed as an exhibit to the SEC Documents, provided, however, that the Put Shares and ~~Warrant~~ Commitment Stock Shares may be subject to restrictions on transfer under state and federal securities laws, but only to the extent set forth in the Line of Credit Agreement. 5. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Put Shares~~, Warrants and Warrant Shares~~. 6. Each of the Agreements has been duly authorized, executed and delivered by the Company and the consummation by it of the transactions contemplated thereby has been duly authorized by all necessary corporate action and no further consent or authorization of the Company's board of directors or shareholders is required. Each of the Agreements has been duly executed and delivered on the part of the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other laws of general applicability relating to or affecting creditors' rights, (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law, and (iii) to limitations imposed by applicable law or public policy on the enforceability of the indemnification provisions contained in the Agreements. 6. The execution, delivery and performance of and compliance with the respective terms of each of the Agreements, and issuance of the Put Shares and Warrant Shares in accordance with the Line of Credit Agreement, will not violate any provision of the Articles or Bylaws or any law applicable to the Company. In connection with the registration of the Put Shares and Warrant Shares, we advised the Company as to the requirements of the Securities Act and the applicable Rules and Regulations and rendered other legal advice and assistance in the course of preparation of the Registration Statement and Prospectus, including review and discussion of the contents thereof. On the basis of the information that was developed in the course of the performance of such services considered in the light of our understanding of the Securities Act, including the requirements of Form SB-2, we have no reason to believe that (i) the Registration Statement (other than the financial statements and related statements and schedules, as to which we express no belief) as of its Effective Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Prospectus (other than the financial statements and related statements and schedules, as to which we express no belief) as of the Effective Date of the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that except as set forth in this opinion letter we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: A. The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances and preferential transfers. B. Limitations imposed by state law, federal law or general equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of any applicable agreement and upon the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered in a proceeding in equity or at law. C. This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith. This opinion is rendered as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relief upon or used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. Very truly yours, Ray, Xxxxxxx & Xxxxxxx EXHIBIT C COMPLIANCE CERTIFICATE COMMERCIAL CONCEPTS, INC. The undersigned, _______________, hereby certifies, with respect to shares of common stock of the Commercial Concepts, Inc. (the "Company") issuable in connection with the Optional Purchase Notice, dated (the "Notice"), delivered pursuant to Article II of the Private Equity Line of Credit Agreement, dated July ____, 2000, by and among the Company and certain Investors (the "Agreement"), as follows: 1. The undersigned is the duly elected Chairman and Chief Executive Officer of the Company. 2. The representations and warranties of the Company set forth in Article IV of the Agreement are true and correct in all material respects as though made on and as of the date hereof. 3. The Company has performed in all material respects all covenants and agreements to be performed by the Company on or prior to the Closing Date related to the Notice and has complied in all material respects with all obligations and conditions contained in Article VI and Article VII of the Agreement. The undersigned has executed this Certificate this ____ day of ________, 2000. COMMERCIAL CONCEPTS, INC. By:________________________________ Name: Chief Executive Officer EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT COMMERCIAL CONCEPTS, INC. Name, address and phone and fax number of Transfer Agent Dear Sirs: Reference is made to the Private Equity Line of Credit Agreement (the "Agreement"), dated as of July ____, 2000 among certain Investors (the "Investor") and Commercial Concepts, Inc. (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Common Stock of the Company, $.001 par value (the "Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Common Stock (the "Transfer Agent"), these instructions relating to the Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.,

Appears in 1 contract

Samples: Private Equity Line of Credit Agreement (Central Wireless Inc)

Common use of The SEC Documents Clause in Contracts