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 the issuance by the Company of a guarantee (the “Guarantee”) relating to the sale to the Underwriters of $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2028 (the “Notes”) to be issued by Central in accordance with the terms of the Underwriting Agreement. The Notes and the Guarantee will be issued under and pursuant to the base indenture, dated as of March 8, 2010 (the “Base Indenture”), between Central, as issuer, and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture, dated as of December 7, 2017, among Central, other direct and indirect subsidiaries, including the Company, as guarantors (the “Guarantors”), and the Trustee (the “Seventh Supplemental Indenture”, together with the Base Indenture, shall hereinafter be referred to as the “Indenture”). In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction of the following documents all of which have been delivered or made available to you:
Appears in 1 contract
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 Loan Documents, and, except as provided below, may not be relied upon or used byupon, circulatedused, quoted, quoted or referred toto by, nor may copies hereof be delivered to, any other person 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 Credit Agreement, 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 any Person 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. XxxxxxVery truly yours, Xxxxxxxxxx & Xxxxxxxxx LLP may rely on this opinion in connection with any opinions given by it XXXXXXX X-0 FORM OF OPINION OF IN-HOUSE COUNSEL FOR THE BORROWER [See Attached] Exhibit B-2 Form of Legal Opinion of Borrower’s In-House Counsel June [ ], 2016 National Rural Utilities Cooperative Finance Corporation, as Administrative Agent, the Issuing Lender, the Swingline Lender and to each of the Lenders party to the Credit Agreement referred to below Re: Credit Agreement Ladies and Gentlemen: I am the General Counsel of Chugach Electric Association, Inc., a corporation organized and existing under the laws of the State of Alaska (the “Borrower”), 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 Credit Agreement, dated December 7as of June [_], 2017 2016 (the “Underwriting Credit Agreement”), by and among Central Garden & Pet Company the Borrower, the Lenders party thereto, and National Rural Utilities Cooperative Finance Corporation, as the Issuing Lender, the Swingline Lender, and the Administrative Agent (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 “UnderwritersAdministrative Agent”). We Capitalized terms used in this letter but not otherwise defined herein shall have acted as special Georgia counsel the respective meanings assigned to Gro Tec, Inc., a Georgia corporation (them in the “Company”), solely for the purpose of rendering an Credit Agreement. This opinion in connection with the issuance by the Company of a guarantee (the “Guarantee”is being delivered to you pursuant to Section 4.01(a)(vii)(B) relating to the sale to the Underwriters of $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2028 (the “Notes”) to be issued by Central in accordance with the terms of the Underwriting Credit Agreement. The Notes and the Guarantee will be issued under and pursuant to the base indenture, dated as of March 8, 2010 (the “Base Indenture”), between Central, as issuer, and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture, dated as of December 7, 2017, among Central, other direct and indirect subsidiaries, including the Company, as guarantors (the “Guarantors”), and the Trustee (the “Seventh Supplemental Indenture”, together with the Base Indenture, shall hereinafter be referred to as the “Indenture”). In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction of the following documents all of which have been delivered or made available to you:.
Appears in 1 contract
Samples: Credit Agreement (Chugach Electric Association Inc)
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 covered in the first paragraph of this opinion letter and may not be relied upon or used by, circulated, quoted, 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 and assigns and prospective successors and assigns. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. XxxxxxAt your request, Xxxxxxxxxx & Xxxxxxxxx LLP we hereby consent to reliance hereon by your successors or assigns pursuant to the Agreement, 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 rely on this opinion in connection with later become aware, and (iii) any opinions given such reliance by it in connection with a successor or assign must be actual and reasonable under the transactioncircumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the Underwriters under the Underwriting Agreement and the Trustee under the Indenture and the Supplemental Indenturesuccessor or assign at such time. Very truly yours, Xxxxxxxx 00XXXXXX, 0000 XXXXXXXXXX & XXXXXXXXX LLP Exhibits Amended and Restated Credit Agreement PG&E Corporation EXHIBIT G FORM OF EXEMPTION CERTIFICATE Reference is made to the $300,000,000 Credit Agreement, dated as of May 31, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PG&E Corporation, a California corporation (the “Borrower”), the Lenders parties thereto, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, As Representative of the several Underwriters Listed in Schedule 1 to the Underwriting Agreement Xxx Citigroup Global Markets Inc., X.X. Xxxxxx Xxxx Xxx XxxxSecurities LLC, Xxx Xxxx 00000 Re: Senior Note Guarantee by Gro Tec, RBS Securities 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 IncorporatedFargo Securities LLC, as representative of the several underwriters listed on Schedule 1 thereto (the “Underwriters”). We have acted as special Georgia counsel to Gro Tecjoint lead arrangers and joint bookrunners, Inc.JPMorgan Chase Bank, a Georgia corporation (the “Company”), solely for the purpose of rendering an opinion in connection with the issuance by the Company of a guarantee (the “Guarantee”) relating to the sale to the Underwriters of $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2028 (the “Notes”) to be issued by Central in accordance with the terms of the Underwriting Agreement. The Notes N.A. and the Guarantee will be issued under and pursuant to the base indenture, dated as of March 8, 2010 (the “Base Indenture”), between CentralCitibank N.A., as issuerco-syndication agents, and The Royal Bank of Scotland PLC And Xxxxx Fargo Bank, National Association, as trustee co-documentation agents, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [ ] (the “TrusteeNon-U.S. Lender”), as supplemented by the Seventh Supplemental Indenture, dated as of December 7, 2017, among Central, other direct and indirect subsidiaries, including the Company, as guarantors (the “Guarantors”), and the Trustee (the “Seventh Supplemental Indenture”, together with the Base Indenture, shall hereinafter be referred ) is providing this certificate pursuant to as the “Indenture”). In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction Section 2.16(d) of the following documents all of which have been delivered or made available to youCredit Agreement. The Non-U.S. Lender hereby represents and warrants that:
Appears in 1 contract
Samples: Credit Agreement (Pg&e Corp)
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 covered in the first paragraph of this opinion letter and may not be relied upon or used by, circulated, quoted, 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 and assigns and prospective successors and assigns. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. XxxxxxAt your request, Xxxxxxxxxx & Xxxxxxxxx LLP we hereby consent to reliance hereon by your successors or assigns pursuant to the Agreement, 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 rely on this opinion in connection with later become aware, and (iii) any opinions given such reliance by it in connection with a successor or assign must be actual and reasonable under the transactioncircumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the Underwriters under the Underwriting Agreement and the Trustee under the Indenture and the Supplemental Indenturesuccessor or assign at such time. Very truly yours, Xxxxxxxx 00XXXXXX, 0000 XXXXXXXXXX & XXXXXXXXX LLP Exhibits Amended and Restated Credit Agreement Pacific and Electric Company EXHIBIT G FORM OF EXEMPTION CERTIFICATE Reference is made to the $3,000,000,000 Credit Agreement, dated as of May 31, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Pacific Gas and Electric Company, a California corporation (the “Borrower”), the Lenders parties thereto, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, As Representative of the several Underwriters Listed in Schedule 1 to the Underwriting Agreement Xxx Citigroup Global Markets Inc., X.X. Xxxxxx Xxxx Xxx XxxxSecurities LLC, Xxx Xxxx 00000 Re: Senior Note Guarantee by Gro Tec, RBS Securities 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 IncorporatedFargo Securities LLC, as representative joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A. and Bank of the several underwriters listed on Schedule 1 thereto (the “Underwriters”). We have acted as special Georgia counsel to Gro TecAmerica, Inc., a Georgia corporation (the “Company”), solely for the purpose of rendering an opinion in connection with the issuance by the Company of a guarantee (the “Guarantee”) relating to the sale to the Underwriters of $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2028 (the “Notes”) to be issued by Central in accordance with the terms of the Underwriting Agreement. The Notes and the Guarantee will be issued under and pursuant to the base indenture, dated as of March 8, 2010 (the “Base Indenture”), between CentralN.A., as issuerco-syndication agents, and The Royal Bank of Scotland PLC And Xxxxx Fargo Bank, National Association, as trustee co-documentation agents, and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [ ] (the “TrusteeNon-U.S. Lender”), as supplemented by the Seventh Supplemental Indenture, dated as of December 7, 2017, among Central, other direct and indirect subsidiaries, including the Company, as guarantors (the “Guarantors”), and the Trustee (the “Seventh Supplemental Indenture”, together with the Base Indenture, shall hereinafter be referred ) is providing this certificate pursuant to as the “Indenture”). In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction Section 2.16(d) of the following documents all of which have been delivered or made available to youCredit Agreement. The Non-U.S. Lender hereby represents and warrants that:
Appears in 1 contract
Samples: Credit Agreement (Pg&e Corp)
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 furnished 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 you 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 on by, circulated, quoted, or referred to, nor may copies hereof be delivered to, any other person without our prior written approvalconsent. We disclaim any assume no obligation to update this opinion letter for inform you of any facts, circumstances, events occurring or coming changes in the law that may hereafter be brought to our attention that may alter, affect or modify the opinions expressed herein 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, XXXXXX XXXXX INC. EXHIBIT C FORM OF OPINION OF IN HOUSE COUNSEL OF COMPANY June 9, 2015 UBS Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx 00Xxx Xxxx, 0000 Xxx Xxxx 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement Re: Xxxxxx Healthcare, Inc. – Sale of 5,000,000 Shares of Common Stock Ladies and Gentlemen: I am acting Chief Legal Officer and Secretary of Xxxxxx Healthcare, Inc., a Delaware corporation (the “Company”). This opinion is being delivered to you pursuant to Section 6(b) of the Underwriting Agreement, dated June 3, 2015 (the “Underwriting Agreement”), among the Company and UBS Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, As Representative of the several Underwriters Listed in Schedule 1 to the Underwriting Agreement Xxx Xxxxxx Xxxx Xxx Xxxxand Xxxxx Fargo Securities, Xxx Xxxx 00000 Re: Senior Note Guarantee by Gro TecLLC (collectively, 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 AgreementRepresentatives”), 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 representatives of the several underwriters listed on Schedule 1 thereto Underwriters named therein (the “Underwriters”). We have acted as special Georgia counsel , with respect to Gro Tec, Inc., a Georgia corporation (the “Company”), solely for Underwriters’ purchase of the purpose of rendering an opinion in connection with the issuance by Firm Shares from the Company of a guarantee (the “Guarantee”) relating to the sale to the Underwriters of $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2028 (the “Notes”) to be issued by Central as provided in accordance with the terms Section 1 of the Underwriting Agreement. The Notes and Capitalized terms used but not defined herein shall be used herein as defined in the Guarantee will be issued under and pursuant to the base indenture, dated as of March 8, 2010 (the “Base Indenture”), between Central, as issuer, and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture, dated as of December 7, 2017, among Central, other direct and indirect subsidiaries, including the Company, as guarantors (the “Guarantors”), and the Trustee (the “Seventh Supplemental Indenture”, together with the Base Indenture, shall hereinafter be referred to as the “Indenture”)Underwriting Agreement. In connection with rendering the opinions expressed belowset forth herein, we I have examined and relied on originals or copies, certified or otherwise, otherwise identified to our satisfaction my satisfaction, of such corporate and other records, documents and other papers as I have deemed necessary or appropriate to examine for the purpose of this opinion. In my examination I have assumed the genuineness of all signatures (including endorsements), the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the following originals of such copies. In making my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations under such documents and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to this opinion which I did not independently establish or verify, I have been delivered relied upon statements and representations of the Company and its subsidiaries and their respective officers and other representatives and of public officials. Whenever a statement is qualified by “to my knowledge” or made available a similar phrase, it refers to youmy current actual knowledge after reasonable inquiry. I am admitted to the Bar in the State of California. I express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of California, (ii) the General Corporation Law of the State of Delaware and (iii) the federal laws of the United States of America to the extent specifically referred to herein. Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:
Appears in 1 contract
