thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 2 contracts
Samples: Underwriting Agreement (Gulf Power Co), Underwriting Agreement (Gulf Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pertaininx xx xxx Xxxxs (the xxx "Registration Xxxxxxxation Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of New Yorx xxx upxx xxx opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms As regards changes in classification of products/categories, we would urge the TMB to ascertain the necessary information from the restraining Members. By way of illustration, we are pleased to attach a list of selected changes effected by the US (Annex 8). As to the issue of transshipment, we are obliged to comment that the US statement attached with your letter under reply does not otherwise defined herein shall have establish widespread circumvention of quotas, as alleged. We wish to reiterate that, based on US Customs own report relating to the meanings set forth year 1999, shipments seized as transshipped, including those detained as suspected transshipments, amounted to only 0.068 per cent of its total imports in the Underwriting Agreementyear. The report also showed that this percentage was a drop from 0.125 per cent in 1997 and 0.105 per cent in 1998. In rendering any event, it follows that the opinions expressed belowextent of circumvention is greatly exaggerated. And the measures put in place, ostensibly to prevent circumvention, appear to be far in excess of being "necessary" or proportionate. In this connection, we attach a US regulation (Annex 9) pursuant to which excessive documentation requirements from exporters have examined the registration statement on Form S-3 been prescribed. Also attached is a listing of such documents (NosAnnex 10). 333-42033, 000-00000-00 and 333-42033-02) pertaining With respect to the Notes (issue of market access, we wish to emphasize that developing countries have implemented all specific commitments undertaken as a result of the Uruguay Round. In this regard, it may be interesting to quote from the European Commission's own report dated 12 July 2000 to the EC Council pursuant to Council Regulation 3030/93. The Commission stated, inter alia, that "Registration StatementArticle 7 underlines the need to achieve improved market access generally" and that ") filed in the specific context of Article 7 of the ATC, most WTO Members are generally complying with their specific commitments and with the relevant GATT 1994 rules and disciplines". Aside from the above, the EU and US submissions attached with your letter do not reveal in any manner if they themselves took any action to provide additional access to their markets. On the contrary, as pointed out in our submission of 11 April 2001, a number of actions have been adopted by them which have had a negative bearing on the balance of rights otherwise accruing to restrained Members under the Securities Act ATC. In this connection, we wish to reiterate our concerns regarding, among other things, the singling out of 1933textile and clothing products for general trade policy reasons, such as amended (the "Act"for changes in rules of origin, using quotas as bargaining chip for demanding increased access in developing countries, etc., contrary to Article 7.1(c), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant targeting of restrained products for repeated and unjustified anti-dumping actions contrary to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"Article 7.1(b). In additionclosing, as a general matter, we wish to clarify that the ITCB submission sent with my letter of 11 April 2001 provided our 'comments' in response to TMB's invitation in G/TMB/24 and should be treated as such. Secondly, since the TMB is required to provide a "comprehensive report" to the CTG, the Body is expected to collect all relevant information necessary for its preparation pursuant to TMB's general or specific mandate under the ATC, particularly from the restraining Members. On our part, we have examinedbeen glad to provide some comments, and have relied as the information available with us, to matters facilitate the TMB's task. THE EUROPEAN COMMUNITY, of fact uponthe one part, and BOSNIA AND HERZEGOVINA, of the other part, DESIRING to promote, with a view to permanent cooperation and in conditions providing every security for trade, the documents delivered to you at orderly and equitable development of trade in textile products between the closing European Community (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as 'the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended Community') and to the applicable rules Bosnia and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatHerzegovina: HAVE AGREED AS FOLLOWS:
Appears in 1 contract
Samples: Agreement on Textiles and Clothing
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Purchase Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 33333-42033, 000-00000-00 and 333-42033-0261845) pertaining to the Notes Preferred Stock (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _________, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxx & Xxxxxxx LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 33333- 64125 and 33-42033, 00064125-00000-00 and 333-42033-0201) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1996 filed with the Securities and Exchange Commission on ________ ___, 199_ 1996 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxxxxx, and relying general counsel for the Company, as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPand as to matters of Delaware law upon the opinion dated hereof rendered to you by Xxxxxxxx, Xxxxxx & Finger, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2002, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports Report on Form 10-Q of the Company for the quarters ended _________, ___ _______, and_______, and the Current Reports on Form 8-K of the Company dated __________, ______________, ______________, ___________, _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthax:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 000333-00000104449-00 01 and 333-42033000000-0200) pertaining xertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003, as supplemented by a final prospectus supplement dated __________July 14, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated __________ March 21, 2003 and July 10, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Maine, Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPBeggs & Lane, a Regisxxxxx Lixxxxd Liability Partnership ("Beggs & Lane"), and relying as to rxxxxxg ax xx matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, thatxxxx:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes xx xxx Xxxxx anx xxxxxxx xxxer securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxx thax:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 000-00000000000-00 and 333-42033104449-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated __________July 10, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July ___, 2003 and July _______ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Maine, Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Lane"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we I and members of the Company's Legal Department have examined the registration statement Registration Statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02_____________) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Securities Act"), ) and the prospectus dated ___________, 199_ 1999, as supplemented by a final prospectus supplement dated __________, 199_ 1999 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1998, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we I have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we I have examined a specimenspecimens), and we I have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are I am of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, 000-00000-00, 000-00000-00 and 333-4203340629-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Xxxxx & Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters xxx matxxxx xxvered hereby which are governed by or dependent upon the laws of New York law the State of Alabama upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you you, and xx xx xxl xxxxxxs covered hereby which are governed by Xxxxx Xxxxxxxxxx LLPor dependent upon the laws of the State of Delaware upon the opinion of Richards, Layton & Finger P.A., dated the date hereof and addressed tx xxx xxx x xxxx of which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02________________________) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _________________ __, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters ax xx xxx xxxxxxx covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger, dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPxxx x xxxx xx xxich is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 57886 and 333-4203357886-0201) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ______April 30, 2001 as supplemented by the prospectus supplement dated November __, 199_ as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2002 and June 30, 2002 and the Current Reports on Form 8-K of the Company dated February 13, 2002, March 28, 2002 and November __________ , 2002 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Dewex Xxxxxxxxxx LLPXXX, that:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the txx "Registration StatementXxxxxxxxtixx Xxxxxxxxx") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, 000-00000-00 333-_____ and 333-42033-02333-______ ) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Lxxx"), dxxxx the date hereof and addressed to you and as to xxx matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthax:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 46171 and 333-4203346171-0201) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 1998, as supplemented by a final supplemental prospectus supplement dated ________December __, 199_ (the "Final Supplemented Prospectus")1998, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1998, June 30, 1998 and September 30, 1998 and the Current Reports on Form 8-K of the Company Company, dated February 11, 1998, March 9, 1998 and December __________ , 1998 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters tx xxx xxtxxxx xxvered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPyxx xxx x xxxx xx which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have Our opinions expressed above are limited to the meanings laws of the States of Iowa and New York and the federal laws of the United States of America. The opinion set forth above is solely for the benefit of the addressees of this letter and may not be relied upon in the Underwriting Agreementany manner by, nor may copies be delivered to, any other person without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined DORSEY & WHITNEY LLP [Letterhead of Dorsxx & Xhitxxx XXX] [Date] Re: IES Utilities Inc. $ % Subordinated Debentures, Series Ladies and Gentlemen: This letter relates to the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K offering of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended __$__________ and in aggregate principal amount of ___% Subordinated Debentures, Series ____ (the Current Reports on Form 8-K "Debentures") of IES Utilities Inc., an Iowa corporation (the "Company"). The registration statements of the Company on Form S-3 (File Nos. 33-62259 and 333-_____) (collectively, the "Registration Statement") was filed in accordance with procedures of the Securities and Exchange Commission (the "Commission") permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Debentures have been offered by the Prospectus dated __________ (the "Exchange Act DocumentsProspectus"), each as filed under supplemented by the Securities Exchange Act of 1934, as amended Prospectus Supplement dated __________ (the "Exchange ActProspectus Supplement"), which updates or supplements certain information contained in the Prospectus. The Prospectus, as so supplemented, does not necessarily contain a current description of the Company's business and affairs since, pursuant to form S-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. In additionaccordance with our understanding with you as to the scope of our services under the circumstances applicable to the offering of the Debentures, we have examinedreviewed the Registration Statement, the Prospectus and the Prospectus Supplement, participated in the discussions with your representatives and those of the Company, its counsel and its independent public accountants and advised you as to the requirements of the Act and the applicable rules and regulations thereunder. Between the date of the Prospectus Supplement and the date of delivery of this letter, we participated in further discussions with your representatives and those of the Company, its counsel and its independent public accountants regarding the contents of certain portions of the Prospectus and the Prospectus Supplement and certain related matters, and have relied reviewed certificates of certain officers of the Company, opinions addressed to you from counsel to the Company and letters addressed to you from independent public accountants of the Company. On the basis of the information that was reviewed by us in the course of the performance of the services referred to above, in our opinion (i) the Registration Statement, as of its effective date, and the Prospectus, as supplemented by the Prospectus Supplement as of the date of the Prospectus Supplement, complied as to matters form in all material respects with the requirements of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), Act and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the respective, applicable rules and regulations thereunder (except that we express no opinion as to financial statements and financial or statistical data contained therein or as to the Form T-1 filed as an Exhibit to the Registration Statement) (ii) the summaries of the Commission terms of the Indenture (as such term is defined in the Prospectus) and the Debentures contained in the Registration Statement, the Prospectus and the Prospectus Supplement fairly describe in all material respects the provisions thereof required to be described in the Registration Statement. Further, nothing that came to our attention in the course of such review has caused us to believe that the Registration Statement, on such effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under said Acts which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in expressing the opinions stated hereinregistration process are such, with respect to such mattershowever, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Prospectus Supplement. Also, we are relying on such opinion. Based upon the foregoing, and subject do not express any opinion or belief as to the qualifications and limitations stated hereinfinancial statements or other financial data contained in the Registration Statement, we are the Prospectus or the Prospectus Supplement, or as to the statement of the opinion, relying as to matters of Georgia law eligibility and the federal law qualification of the United States upon Trustee under the opinion dated Indenture under which the date hereof rendered Debentures are being issued. This letter is furnished by us as counsel to you by Xxxxxxxx Xxxxxxx LLPsolely for your benefit and may not be relied upon by, and relying as nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORSEY & WHITNEY LLP EXHIBIT D Pursuant to matters subsection (e) of New York law upon Section 8 of the opinion dated Underwriting Agreement, Arthur Andersen LLP shall furnish a letter to the date hereof rendered Representative to you by Xxxxx Xxxxxxxxxx LLP, thatxxx xfxxxx xxxt:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pexxxxxxxx xx xhe Xxxxx (the xxx "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________May 1, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, 000-00000-00 and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Florida and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Mississippi law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Xxxx"), xxx relying as to matters of New York law upon the xxxxxon dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203319271, 000333-0000019271-00 01 and 333-4203319271-02) pertaining to the Notes (the "Registration StatementRegistratixx Xxxxxxxxx") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________January 10, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1996, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Beggs & Lane dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters all mxxxxxs cxxxxed hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the xxx "Registration StatementXxxxxxxatxxx Xxxxxxxxt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 000-00000-00, 000-00000-00 and 333-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, 000-00000-00, 000-00000-00 and 333-4203340629-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, 000333-0000072784-00 01 and 333-4203372784-02) pertaining to the perxxxxxxx xx xhe Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of ax xx matxxxx xx New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Lane"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, 000333-0000040629-00 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the thx "Registration StatementXxxxxxxxxiox Xxxxxxxxx") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _____________, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon the oxxxxxn dxxxx xxe date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 46171 and 333-4203346171-0201) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1998, June 30, 1998 and September 30, 1998 and the Current Reports on Form 8-K of the Company dated February 11, 1998, March 9, 1998 and December __________ , 1998 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPDewey Ballantine LLP and relying as to matters of Delaware law upon the oxxxxxx xxxxx xxx date hereof rendered to you by Richards, Layton & Finger, P.A., that:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement on Form S-3 (Nos. 333-4203364871, 333-64871-01, 333-64871-02, 333-00000-00 xxd 000-00000-00 and 333-42033-02) 00), xx xxxxxxx, pertaining to the Notes Common Stock (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the related prospectus dated ___________, 199_ 2000, as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1999, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ___________________ and the Current Reports on Form 8-K of the Company dated ___________________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Common Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby that are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered xxxx xxxexx xxx addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2001, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thataddressed tx xxx xxax:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, 000333-00000110950-00 01, 333-110950-02 and 333-42033110950-0203) pertaining to the Notes Prexxxxxx Xxxxx (the txx "Registration Xxxxxxxxxion Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated _____February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003 and _____ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon thx xxxniox xxxxx the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000-00000-00 and 333-42033100721-0201, 333-100721-02 and 300-000000-00) pertaining to pxxxxxxxxx xx the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________March 12, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of ax xx matxxxx xx New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, 000333-0000040629-00 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the xxx "Registration StatementXxxxxxxatxxx Xxxxxxxxt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegisxxxxxxx Xxxxement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _____________, _____, 199__ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Mississippi and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon xxx opixxxx xxted the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 333-53200-00, 000-0000003200-00 and 333xxx 003-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPDewey Bxxxxxxxxx XXX, thatxhat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, 000333-00000110950-00 01, 333-110950-02 and 333-42033110950-0203) pertaining to the Notes xxx xxxxxxx otxxx xxxxxxxxxs (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________April 7, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2003 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ February 5, 2004, February 10, 2004 and April 7, 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures (other than those of the Company), the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203343895, 000-00000-00 00, 000-00000-00, and 333-4203343895-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 000333-00000104449-00 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementRegistrxxxxx Xxxxxxxnt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated ________April __, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2003 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated April __________ , 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, Troutman Sanders LLP and relying as to matters of New York law upon the opinion dated thx xxxxxxn xxxxx the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, 000333-0000067453-00 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes Notxx (the xxx "Registration StatementXxxisxxxxxxx Xxxxement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 1992000_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, 000-00000-00 and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Xxxxxx Brothers Inc. January __, 1996 Page 2 Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion dated of Xxxxx & Xxxxxxx and which are governed by or dependent upon the date hereof rendered to you by laws of State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP, and relying as to all matters covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPof Xxxxxxxx, Xxxxxx & Finger, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000-00000-00 and 333-42033100721-0201, 333-100721-02 and 300-000000-00) pertaining to pxxxxxxxxx xx the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated ________March __, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered datx xxxeof xxx xxdressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes and certain otxxx xxxxxxxxes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________April 24, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ April 21, 2003 and April 24, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP to you of even date with respect to matters relating to the Securities relaxxxx xx txx Xxxxrities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203343895, 000-00000-00 00, 000-00000-00, and 333-4203343895-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, 000-00000-00 and 333-42033-02333-______and 333-______) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP to you of even date xx xxx xf xxxx xate with respect to matters relating to the Securities Act of 1933Act, as amended; the Securities Exchange Act of 1934Act, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx Troutman Sanders LLP, and relying as xxx xxxyxxx xx to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, thatxxxx:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203375193, 000333-0000075193-00 01 and 333-4203375193-02) pertaining to the Notes (the "Registration StatementRegixxxxxxxx Xxatement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2000, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthax:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203359942, 000333-0000059942-00 01 and 333-4203359942-02) pertaining to the Notes (the "Registration StatementRegxxxxxxxxx Xxatement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________June 1, 199_ 2001 as supplemented by a final prospectus supplement dated __________March 21, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of Georgia law the States of Maine, Florida and Mississippi upon the federal opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Xxne"), xated the date hereof and addressed to you and ax xx all xxxters covered hereby which are governed by or dependent upon the law of the United States State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxxx:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, 000-00000-00 and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxxxxx, and relying general counsel for the Company, as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPand as to matters of Delaware law upon the opinion dated hereof rendered to you by Xxxxxxxx, Xxxxxx & Finger, that:
Appears in 1 contract
Samples: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 000-00000-00, 000-00000-00 and 333-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxx & Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 103772 and 333-42033103772-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 10, 199_ 2003, as supplemented by a final prospectus supplement relating to the Notes dated __________December 11, 199_ (the "Final Supplemented Prospectus")2003, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 and the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated __________ December 2, 2003, December 8, 2003, December 10, 2003 and December 11, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion opinions of Troutman Sanders LLP and Bouhan, Williams & Levy LLP, dated the date hereof rendered xxxxxx axx xxxxessed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthax:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, 000333-0000067453-00 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes Notxx (the xxx "Registration StatementXxxisxxxxxxx Xxxxement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199200_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of New York law upox xxx opxxxxx xated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033128550, 000-00000000000-00 and 333-42033128550-02) ), pertaining to the Notes Preference Stock and certain other securities (the "βRegistration Statement"β) filed under the Securities Act of 1933, as amended (the "βAct"β), and the prospectus dated ________November 8, 199_ 2005 as supplemented by a final prospectus supplement relating to the Preference Stock dated __________November 9, 199_ 2005 (the "βFinal Supplemented Prospectus"β), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2005, June 30, 2005 and September 30, 2005 and the Current Reports on Form 8-K of the Company dated __________ February 2, 2005, February 21, 2005, May 5, 2005, August 11, 2005, October 10, 2005, October 27, 2005 and November 9, 2005 (the "βExchange Act Documents"β), each as filed under the Securities Exchange Act of 1934, as amended (the "βExchange Act"β). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificate representing the Preference Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 and 333-42033-02____________________________) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2002, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _________December 31, 2001 (the "Form 10-K"), the Quarterly Report on Form 10-Q of the Company for the quarter ended _________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, 000-00000-00 and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1995, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you you, xxx xx xo xxx xxtters covered hereby which are governed by Xxxxxxxx Xxxxxxx LLP, and relying as to matters or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger, dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPxxx xxx x xxxx of which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement on Form S-3 (Nos. 333-4203365178, 000333-0000065178-00 01, 333-65178-02 and 333-4203365178-0203) pertaining to the Notes Nxxxx (the xxx "Registration StatementXegxxxxxxxxx Xxatement") filed under the Securities Act of 1933, as amended (the "Act"), ) and the prospectus dated ___________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ________________________ and the Current Reports on Form 8-K of the Company dated _______________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, 000-00000-00 and 333-42033-02333- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated ___________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Trust Agreement, the Indenture, the Guarantee Agreement, the Remarketing Agreement, the Underwriting Agreement and the Calculation Agent Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPxxx x xxrx xx xxich is attached as Schedule III to the Underwriting Agreement, and relying as to all matters covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof rendered and addrexxxx xx xxx xxx a form of which is attached as Schedule IV to you by Xxxxx Xxxxxxxxxx LLPthe Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pertainixx xx xxx Xxxfexxxx Xxxxx (the xhe "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199200 _, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New Yorx xxx upxx xxx opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033118060, 000333-00000118060-00 01 and 333-42033118060-02) ), pertaining to the Notes and certaxx xxxxx xxxxrities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________September 2, 199_ 2004, as supplemented by a final prospectus supplement relating to the Notes dated __________September 13, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2003, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2004 and June 30, 2004 and the Current Reports on Form 8-K of the Company dated __________ April 6, 2004, August 12, 2004 and September 13, 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, Troutman Sanders LLP and relying as to matters of New York law upon the opinion dated xxx xxxnxxx xxxed the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, 000333-00000110950-00 01, 333-110950-02 and 333-42033110950-0203) pertaining to the Notes Prexxxxxx Xxxxx (the txx "Registration Xxxxxxxxxion Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003, as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated _____February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003 and _____ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying a xxxx of xxxxx xs attached as Schedule I-A to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPUnderwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 333-53200-00, 000-0000003200-00 and 333xxx 003-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPBalch & Xxxxham XXX, and xnd relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPDewey Bxxxxxxxxx XXX, thatxhat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, 000-00000-00 and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPXxxxxxxxxx, and as to matters of Delaware law upon the opinion dated hereof rendered to you by Xxxxxxxx, Xxxxxx & Finger, that:
Appears in 1 contract
Samples: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, 000333-0000072784-00 01 and 333-4203372784-02) pertaining to the Notes (the "Registration StatementRegistraxxxx Xxxxxxxnt") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, 000-00000-00 and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPBeggs & Lane, a Registered Limited Liability Partnership ("Beggs & Lxxx"), and relying as to matters of New York law upon the opinion dated oxxxxxn dxxxx the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes Nxxxx (the xxx "Registration StatementXxgixxxxxxxx Xxxxement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated xxx opixxxx xxted the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have Our opinions expressed above are limited to the meanings laws of the States of Iowa and New York and the federal laws of the United States of America. The opinion set forth above is solely for the benefit of the addressees of this letter and may not be relied upon in the Underwriting Agreementany manner by, nor may copies be delivered to, any other person without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined DORSXX & XHITXXX XXX [Letterhead of Dorsxx & Xhitney LLP] [Date] Re: IES Utilities Inc. $ % Subordinated Debentures, Series Ladies and Gentlemen: This letter relates to the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K offering of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended __$__________ and in aggregate principal amount of ___% Subordinated Debentures, Series ____ (the Current Reports on Form 8-K "Debentures") of IES Utilities Inc., an Iowa corporation (the "Company"). The registration statements of the Company on Form S-3 (File Nos. 33-62259 and 333-_____) (collectively, the "Registration Statement") was filed in accordance with procedures of the Securities and Exchange Commission (the "Commission") permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Debentures have been offered by the Prospectus dated __________ (the "Exchange Act DocumentsProspectus"), each as filed under supplemented by the Securities Exchange Act of 1934, as amended Prospectus Supplement dated __________ (the "Exchange ActProspectus Supplement"), which updates or supplements certain information contained in the Prospectus. The Prospectus, as so supplemented, does not necessarily contain a current description of the Company's business and affairs since, pursuant to form S-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. In additionaccordance with our understanding with you as to the scope of our services under the circumstances applicable to the offering of the Debentures, we have examinedreviewed the Registration Statement, the Prospectus and the Prospectus Supplement, participated in the discussions with your representatives and those of the Company, its counsel and its independent public accountants and advised you as to the requirements of the Act and the applicable rules and regulations thereunder. Between the date of the Prospectus Supplement and the date of delivery of this letter, we participated in further discussions with your representatives and those of the Company, its counsel and its independent public accountants regarding the contents of certain portions of the Prospectus and the Prospectus Supplement and certain related matters, and have relied reviewed certificates of certain officers of the Company, opinions addressed to you from counsel to the Company and letters addressed to you from independent public accountants of the Company. On the basis of the information that was reviewed by us in the course of the performance of the services referred to above, in our opinion (i) the Registration Statement, as of its effective date, and the Prospectus, as supplemented by the Prospectus Supplement as of the date of the Prospectus Supplement, complied as to matters form in all material respects with the requirements of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), Act and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the respective, applicable rules and regulations thereunder (except that we express no opinion as to financial statements and financial or statistical data contained therein or as to the Form T-1 filed as an Exhibit to the Registration Statement) (ii) the summaries of the Commission terms of the Indenture (as such term is defined in the Prospectus) and the Debentures contained in the Registration Statement, the Prospectus and the Prospectus Supplement fairly describe in all material respects the provisions thereof required to be described in the Registration Statement. Further, nothing that came to our attention in the course of such review has caused us to believe that the Registration Statement, on such effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under said Acts which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in expressing the opinions stated hereinregistration process are such, with respect to such mattershowever, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Prospectus Supplement. Also, we are relying on such opinion. Based upon the foregoing, and subject do not express any opinion or belief as to the qualifications and limitations stated hereinfinancial statements or other financial data contained in the Registration Statement, we are the Prospectus or the Prospectus Supplement, or as to the statement of the opinion, relying as to matters of Georgia law eligibility and the federal law qualification of the United States upon Trustee under the opinion dated Indenture under which the date hereof rendered Debentures are being issued. This letter is furnished by us as counsel to you by Xxxxxxxx Xxxxxxx LLPsolely for your benefit and may not be relied upon by, and relying as nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORSXX & XHITXXX XXX 11 EXHIBIT D Pursuant to matters subsection (e) of New York law upon Section 8 of the opinion dated Underwriting Agreement, Arthxx Xxxexxxx XXX shall furnish a letter to the date hereof rendered Representative to you by Xxxxx Xxxxxxxxxx LLP, the effect that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes txx Xxxxx (the xxx "Registration Xxxxxxxxxxxx Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated February 5, 2003, February 11, 2003, March 12, 2003 and __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of New York law xxxx the xxxxxxn dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pertainixx xx xxx Xxxfexxxx Xxxxx (the xhe "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ 200_, as supplemented by a final prospectus supplement dated __________November 6, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed xx xxu axx x xxrm of which is attached as Schedule II-A to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPUnderwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02____________________________) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ___________, 199_ 2001 as supplemented by a final the prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _______December 31, 2001 (the "Form 10-K"), the Quarterly Report on Form 10-Q of the Company for the quarter ended ___________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ________, and ____ and _____, the Current Reports on Form 8-K of the Company dated _________, __________, _________, ________, and _________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203375193, 000-00000-00 and 333-4203375193-02) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2000, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033138503, 000-00000000000-00 and 333-42033138503-02) ), pertaining to the Notes (and certain other securities filed by the "Registration Statement") filed Company under the Securities Act of 1933, as amended (the "βAct"β), and as it became effective under the Act (the βRegistration Statementβ); the Companyβs prospectus dated ________January 11, 199_ 2007 (the βBasic Prospectusβ) as supplemented by a final preliminary prospectus supplement dated __________March 20, 199_ 2007 (the "Final Supplemented βPricing Prospectus"β), which filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the βCommissionβ) under the Act which, pursuant to Form S-3 S-3, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ 2006 and the Current Reports on Form 8-K of the Company dated __________ January 11, 2007, February 5, 2007 and February 20, 2007 (the "βPricing Exchange Act Documents"β), and a prospectus supplement dated March 20, 2007 (together with the Basic Prospectus, the βFinal Supplemented Prospectusβ), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, which, pursuant to Form S-3, incorporates by reference the Pricing Exchange Act Documents and the Current Report on Form 8-K of the Company dated March 20, 2007 (the βExchange Act Documentsβ), each as filed under the Securities Exchange Act of 1934, as amended (the "βExchange Act"β); and the Indenture. We have also examined the free writing prospectus prepared by the Company and filed with the Commission on March 20, 2007 pursuant to Rule 433 of the Act (the βPermitted Free Writing Prospectusβ). The documents listed in Schedule III to the Underwriting Agreement, taken together, are collectively referred to as the βPricing Disclosure Package.β In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "βAgreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. .β Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Purchase Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement offering memorandum dated __________, 199_ 2003 (the "Final Supplemented ProspectusOffering Memorandum"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_Indenture, the Quarterly Reports on Form 10-Q of Notes, the Company for the quarters ended ____________ Registration Rights Agreement and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Purchase Agreement. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting authenticity of the originals of such latter documents. The Indenture, the Registration Rights Agreement, the Notes and the Purchase Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPDewey Ballantine LLP and relying as to matters of Florida law upon thx xxxxxxxx xxxxxon of Beggs & Lane to the Company, that:: 1 The Company has xxxx duly organized and is validly existing and in good standing as a corporation under the laws of the State of Delaware and has due corporate authority to conduct its business and to own and operate the properties used by it in such business as described in the Offering Memorandum and to enter into and perform its obligations under the Agreements.
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 103772 and 333-42033103772-0201) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________April 10, 199_ 2003 as supplemented by a final the prospectus supplement dated __________December 10, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated December 2, 2003, December 8, 2003, December 10, 2003 and December __________ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, 000-00000-00 00, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Xxxxx & Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, 000-00000-00 and 333-42033-02333-______and 333-______) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP to you of even date with respect to matters relating to the Securities relxxxxx xx xxx Xxxurities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx Troutman Sanders LLP, and relying as to matters of New York law upon the opinion dated xxx xxxnxxx xxxed the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes xx xxx Xxxxx anx xxxxxxx xxxer securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of New York xxx xpon xxx xxinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333Nos.333-4203375193, 000-00000-00 and 333-4203375193-02) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________, 199_______ as supplemented by a final the prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, 000333-0000040629-00 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the thx "Registration StatementXxxxxxxxxiox Xxxxxxxxx") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters xxx matxxxx xxvered hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, 000-00000-00 00, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 46171 and 333-4203346171-0201) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ __, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Purchase Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 33333-42033, 000-00000-00 and 333-42033-0261845) pertaining to the Notes Preferred Stock (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Xxxxx & Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes txx Xxxxx (the xxx "Registration Xxxxxxxxxxxx Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated February 5, 2003, February 11, 2003, March 12, 2003 and __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, 000-00000000000-00, 000-000000-00 and 333-42033110950-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________February 10, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated __________ February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003, February 5, 2004 and February 10, 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, 000-00000-00 and 333-42033-02333-______and 333-______) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP to you of even date with respect to matters relating to rexxxxxx xo xxx Xxt, the Securities Act of 1933Exchange Act, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx Troutman Sanders LLP, and relying as to matters of New York law upon the opinion dated upox xxx xxixxxx xxted the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes Notex (the xxx "Registration StatementXxxxxtrxxxxx Xxxxxxxnt") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________December 6, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, 000333-0000040629-00 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the xxx "Registration StatementXxxxxxxatxxx Xxxxxxxxt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon the xxxxion xxxxx the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pexxxxxxxx xx xhe Xxxxx (the xxx "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________May 1, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thataddxxxxxd tx xxx xhat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the txx "Registration StatementXxxxxxxxtixx Xxxxxxxxx") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, 000333-00000110950-00 01, 333-110950-02 and 333-42033110950-0203) pertaining to the Notes xxx xxxxxxx otxxx xxxxxxxxxs (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________April 7, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2003 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ February 5, 2004, February 10, 2004 and April 7, 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon the xxxxxon xxxxx xhe date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02, and 333-42033100721-0203) pertaining to the Notes xx xxx Xxxxx (the txx "Registration Xxxxxxxxxion Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of New York lxx xxon xxx xxxnion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 57886 and 333-4203357886-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _February 24, 1998, as supplemented by a final prospectus supplement relating to the Notes dated _______, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus")2001, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2001 and the Current Reports on Form 8-K of the Company dated March 6, 2001 and May __________ , 2001 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 46171 and 333-4203346171-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________ _, 199_ 1998, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLPand addressed xx xxx, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxxx:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033108156, 000333-00000108156-00 01 and 333-42033000000-0200) pertaining xertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________September 3, 199_ 2003 as supplemented by a final prospectus supplement dated ________June __, 199_ 2005 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2004 (the "Form 10-K"), the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2005 and the Current Reports on Form 8-K of the Company dated January 3, 2005, February 21, 2005, May 5, 2005 and June __________ , 2005 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Mississippi and Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to Balch & Bingham LLP axx xxlyixx xx xo matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, thatxxxx:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pertaininx xx xxx Xxxxs (the xxx "Registration Xxxxxxxation Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thataddressed xx xxu txxx:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes (the "Registration Rexxxxxxxxxx Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2000, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended ________________, __, 199__ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Mississippi and Alabama upon the opinion of Eaton and Cottrell, P.A. dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxxt:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, 000333-0000067453-00 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the txx "Registration Xxxxxxxxtion Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 4, 199_ 1998, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1998, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ and March 31, 1999 the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203319271, 000333-0000019271-00 01 and 333-4203319271-02) pertaining to the Notes (the "Registration StatementRegistratixx Xxxxxxxxx") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________January 10, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1996, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP, Beggs & Lane and relying as to matters of New York law upon the opinion dated the date xxxxd txx xate hereof rendered to you by Xxxxx Xxxxxxxxxx LLPDewey Ballantine, that:
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thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 and 333-42033-02) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Xxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Lane"), dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to all matters covered hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPyou, that:
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thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 000333-00000104449-00 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementRegxxxxxxxxx Xxxtement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated __________September 5, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003 and June 30, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July 10, 2003 and September __________ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of Georgia law the States of Maine, Florida and Mississippi upon the federal opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Xxxx"), xxxed the date hereof and addressed to you and as xx xxl matters covered hereby which are governed by or dependent upon the law of the United States State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thattxxx:
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thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, 000-00000-00 and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2001, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
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