Use of Opinion. This opinion letter is solely for your benefit in connection with the transaction covered in the first paragraph of this opinion letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without our prior written approval, except that copies of this opinion letter may be furnished to independent auditors and legal counsel in connection with their providing advice regarding such transaction and to appropriate regulatory authorities or pursuant to an order or legal process of any relevant governmental authority and to your permitted successors, assigns and participants, and prospective successors, assigns and participants. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. At your request, we hereby consent to reliance hereon by your successors, permitted assigns or participants pursuant to the Equity Documents, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a successor, assign or participant must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the successor, assign or participant at such time. Very truly yours, Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP SCHEDULE I NRG Investor Google Investor DOE PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, in its capacity as Collateral Agent SCHEDULE II FACTUAL CERTIFICATES SCHEDULE II MATERIAL FINANCING DOCUMENTS
Use of Opinion. This opinion letter addresses the legal consequences of only the facts existing or assumed as of the date hereof. The opinions expressed herein are based on an analysis of existing laws and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted, events occurring, or changes in the relevant facts, after the date hereof. Nothing in this opinion letter creates or is intended to create any obligation, undertaking or responsibility to (i) amend or supplement this opinion as facts and circumstances come to our attention or changes in the law occur that could affect such opinions, (ii) file or record any documents, prepare or file any amendments or modifications, or (iii) take any other steps or actions whatsoever after the date of this opinion letter. Except as specifically provided herein, this opinion letter is solely for your benefit in connection with the transaction described in the first paragraph of this letter and may not be relied upon or used by, circulated, quoted, or referred to, nor may copies hereof be delivered to, any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP may rely on this opinion in connection with any opinions given by it in connection with the transaction, including to the Underwriters under the Underwriting Agreement and the Trustee under the Indenture and the Supplemental Indenture. Very truly yours, Xxxxxxxx 00, 0000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, As Representative of the several Underwriters Listed in Schedule 1 to the Underwriting Agreement Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Senior Note Guarantee by Gro Tec, Inc. Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(h) of the Underwriting Agreement, dated December 7, 2017 (the “Underwriting Agreement”), by and among Central Garden & Pet Company (the “Central”), the subsidiary guarantors of Central listed on Schedule A to the Underwriting Agreement (the “Guarantors”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representative of the several underwriters listed on Schedule 1 thereto (the “Underwriters”). We have acted as special Georgia counsel to Gro Tec, Inc., a Georgia corporation (the “Company”), solely for the purpose of rendering an opinion in connection with t...
Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee which becomes a Lender pursuant to Section 8.07 of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice President, Legal Affairs EXHIBIT E OPINION OF XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP, SPECIAL COUNSEL FOR THE BORROWER To the Lenders and the Agent Referred to Below Citicorp USA, Inc., as Administrative Agent Xxx Xxxxx Xxx Xxx Xxxxxx, Xxxxxxxx 00000 Re: Three-Year Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "Borrower") in connection with that certain Three-Year Credit Agreement (the "Credit Agreement") dated as of September 19, 2003 among the Borrower, the Lenders and certain other lenders party thereto, Citigroup Capital Markets Inc. and KeyBank National Association ("KeyBank"), as Joint Arrangers, KeyBank, as Syndication Agent, BNP Paribas and Mizuho Corporate Bank Ltd., as Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent (the "Administrative Agent") for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaning. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:
Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice President, Legal Affairs EXHIBIT F [Form of Opinion of Xxxxx & XxXxxxx LLP] [Effective Date] To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: We have acted as special New York counsel to Applied Materials, Inc., a Delaware corporation (“Borrower”), in connection with the Revolving Credit Agreement, dated as of May 25, 2011 (the “Credit Agreement”), by and among the Borrower, the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). This opinion is furnished to you pursuant to Section 3.01(g)(v) of the Credit Agreement. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. We have examined each of the following documents:
Use of Opinion. This opinion letter is solely for the benefit of you in connection with the transaction covered by the first paragraph of this letter and may not be relied upon or used by, circulated, quoted, or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion letter for events occurring or coming to my attention after the date hereof. Very truly yours, In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, dated as of May 7, 1997 (the "Agreement"), by and between Novellus Systems, Inc., a California corporation (the "Company"), and Varian Associates, Inc., a Delaware corporation ("Seller"), and pursuant to Section 2.6.3(b) of the Agreement, the undersigned, being the duly elected, qualified and acting Secretary of the Company, hereby certifies that: Attached hereto as Exhibit A is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of the Company at its May 7, 1997 meeting. Each of said resolutions were duly adopted in accordance with the Restated Certificate of Incorporation and By-laws of the Company. Such resolutions constitute the only resolutions of the Board of Directors with respect to the matters referenced therein and have not been modified, amended or rescinded and remain in full force and effect as of the date hereof. Executed as of ____________, 1997. ------------------------------- Robexx X. Xxxxx Secretary I, John Xxxxxxxx, xxing the duly elected, qualified and acting Executive Vice President, Operations of Novellus Systems, Inc., a California corporation (the "Company"), hereby certify that Robexx X. Xxxxx xx the duly elected, qualified and acting Secretary of the Company and that his signature above is genuine. Dated: ______________, 1997 ----------------------------------- Richxxx X. Xxxx Chief Executive Officer, Operations 64 EXHIBIT 2.6.3(c) NOVELLUS SYSTEMS, INC. OFFICER'S COMPLIANCE CERTIFICATE In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, dated as of May 7, 1997 (the "Agreement"), by and between Novellus Systems, Inc., a California corporation (the "Company"), and Varian Associates, Inc., a Delaware corporation ("Seller"), and pursuant to Section 2.6.3(c) of the Agreement, the undersigned, being the duly elected, qualified and acting Executive Vice President, Chief Financial officer and Secretary of the...
Use of Opinion. This opinion is solely for your benefit in connection with the transaction covered by the first paragraph of this opinion letter and, except as provided below, may not be relied upon, used, quoted or referred to by, nor may copies hereof be delivered to, any other person, or for any other purpose without our prior written approval. Copies of this opinion letter may be furnished to, but not relied upon by, (a) prospective permitted assigns under the Loan Documents and their advisors, (b) your legal counsel in connection with their providing advice regarding the Loan Documents, (c) your auditors and bank examiners in connection with their audit and examination functions, and (d) any person or entity to whom disclosure is required to be made by law or court order. At your request, we hereby consent to reliance hereon by your successors and permitted assigns pursuant to the Loan Documents, on the condition and understanding that (i) this opinion letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or other developments of which we may later become aware, and (iii) any such reliance by your successor or permitted assign must be actual and reasonable under the circumstances existing at the time of the assignment, including any changes in law, fact or any other development known to or reasonably knowable by such successor or permitted assign at such time. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours,
Use of Opinion. This opinion letter is solely for the benefit of the several Underwriters in connection with the transaction covered by the first two paragraphs of this opinion letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP SCHEDULE A Guarantors Subsidiary State of Incorporation or Organization All-Glass Aquarium Co., Inc. Wisconsin Aquatica Tropicals, Inc. Delaware B2E Biotech,, LLC Delaware X0X Xxxxxxxxxxx Xxx Xxxx X0X Microbials, LLC Delaware B2E Manufacturing, LLC Delaware Blue Springs Hatchery, Inc. Delaware Farnam Companies, Inc. Arizona Florida Tropical Distributors International, Inc. Delaware Four Paws Products, Ltd. New York FourStar Microbial Products, LLC Delaware Gro Tec, Inc. Georgia Gulfstream Home & Garden, Inc. Florida Hydro-Organics Wholesale California IMS Southern, LLC Utah IMS Trading, LLC Utah K&H Manufacturing, LLC Delaware Kaytee Products Incorporated Wisconsin Xxxxxx, LLC Washington Midwest Tropicals LLC Utah New England Pottery, LLC Delaware NEXGEN Turf Research, LLC Oregon Xxxxxxxxxx Seed, Inc. Delaware Pets International, Ltd. Illinois Quality Pets, LLC Utah Xxxxxxx Inc. Delaware Xxxxxxx Farms, Inc. Delaware Sun Pet, Ltd. Delaware T.F.H. Publications, Inc. Delaware Wellmark International California SCHEDULE B Covered Guarantors Subsidiary State of Incorporation or Organization Xxxxxxxxxx Seed, Inc. Delaware T.F.H. Publications, Inc. Delaware Wellmark International California Xxxxx X-0 Form of Opinion of Counsel for Guarantors organized in the States of Wisconsin, Arizona and Georgia December 14, 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As Representative of the several underwriters listed in Schedule 1 to the Underwriting Agreement Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: We have acted as special Wisconsin counsel for Kaytee Products Incorporated, a Wisconsin corporation (the “Wisconsin Subsidiary”), in connection with the issuance and sale by Central Garden & Pet Company, a Delaware corporation (“Central”), of its 5.125% Senior Notes due 2028 (the “Notes”), which are guaranteed by the Wisconsin Subsidiary and certain other Guarantors (as defined below). This opinion is furnished to you, at the request of the Wisconsin...
Use of Opinion. This opinion letter is solely for the benefit of the several Underwriters in connection with the transaction covered in the first paragraph of this opinion letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, OXXXXX, HXXXXXXXXX & SXXXXXXXX LLP EXHIBIT B FORM OF NEGATIVE ASSURANCE LETTER OF COUNSEL FOR THE COMPANY January 29, 2014 Kxxxx, Bxxxxxxx & Wxxxx, Inc. 700 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Jxxxxxxxx LLC 500 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 JMP Securities LLC 600 Xxxxxxxxxx Xxxxxx Suite 1100 San Francisco, California 94111 Re: JMP Group Inc. $42,000,000 aggregate principal amount of 7.25% Senior Notes due 2021 ( the “Notes”) Ladies and Gentlemen: We have acted as counsel for JMP Group Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company through you of the Notes, in accordance with the terms and conditions set forth in the Underwriting Agreement dated January 22, 2014 (the “Underwriting Agreement”) between the Company and Kxxxx, Bxxxxxxx & Wxxxx, Inc., Jxxxxxxxx LLC and JMP Securities LLC, as representatives of the underwriters named in Schedule A thereto (collectively, the “Underwriters”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. This letter is being delivered to you pursuant to Section 4(e) of the Underwriting Agreement.
Use of Opinion. This opinion letter is solely for your benefit as the underwriter in connection with transactions covered in the second paragraph of this letter and may not be relied upon or used by, circulated, quoted, or referred to, nor may copies hereof be delivered to, any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP 3 EXHIBIT B-2 [Date] Cripple Creek Securities, LLC 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
Use of Opinion. This opinion is solely for your benefit (and the benefit of any Assignee which becomes a Bank pursuant to Section 9.06(c) of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon by any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, /s/ Jamex X. XxXxxx ------------------------------ Jamex X. XxXxxx Director, Legal Affairs 5 18 EXXXXXX X XXXXXXX XX XXXXX XXXX & XARDXXXX, SPECIAL COUNSEL FOR THE AGENT To the Existing Banks, Additional Banks and Agent Referred to Below c/o Moxxxx Xxxranty Trust Company of New York, as Agent 60 Wxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxar Sirs:
