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Exhibit 2.L.
Law Offices
JENNER & BLOCK
WASHINGTON OFFICE A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS LAKE FOREST OFFICE
000 XXXXXXXXXX XXXXXX, X.X. ONE IBM PLAZA XXX XXXXXXXXXXX XXXXX
XXXXX 0000 XXXXX XXXXXXX, XXXXXXXX 00000 XXXX XXXXXX, XX 00000
WASHINGTON, D.C. 2005 (000) 000-0000 (000) 000-0000
(000) 000-0000 (000) 000-0000 FAX (000) 000-0000 FAX
(000) 000-0000 FAX
November 26, 1996
Board of Directors
Xxxxxxxx Capital Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxx 00000
Re: Registration Statement on Form N-2
1933 Act File No. 333-10785
1940 Act File No. 814-00127
Gentlemen:
We have acted as special counsel to Xxxxxxxx Capital
Corporation, a Maryland corporation (the "Company"), in connection with the
filing of the Company's Registration Statement on Form N-2, 1933 Act File No.
333-10785, 1940 Act File No. 814-00127 (as amended, the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act"), of 46,000,000 shares of the Company's common stock, $.01 par
value (the "Common Stock").
In arriving at this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the following:
1. The Registration Statement;
2. The underwriting agreement among the Company and the
underwriters referenced in the Registration Statement
(the "Underwriters"), the form of which was filed as
Exhibit 2.h.1 to the Registration Agreement (the
"Underwriting Agreement");
3. The Articles of Incorporation of the Company;
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Xxxxxxxx Capital Corporation
November 26, 1996
Page 2
4. The Articles of Amendment and Restatement of the
Charter of the Company;
5. The Bylaws of the Company;
6. Copies of the corporate records of the Company;
7. Certificates of public officials, certificates of
officers, representatives and agents of the Company
and resolutions of the Board of Directors and
stockholders of the Company; and
8. Such other instruments, documents, statements and
records of the Company and others as we have deemed
relevant and necessary to examine and rely upon for
the purpose of this opinion.
We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all the documents submitted to us as certified or
photostatic copies, and the authenticity of all such documents.
Based upon the foregoing and in reliance thereon, we are of
the opinion that the up to 46,000,000 shares of Common Stock to be sold by the
Company to the public pursuant to the Registration Statement (including the
600,000 shares of Common Stock subject to the Underwriters' over-allotment
option as set forth in the Underwriting Agreement), when issued and delivered
by the Company in accordance with the terms described in the Registration
Statement, will be legally issued, fully paid and non-assessable by the
Company.
We hereby consent to the reference to this Firm in the
Registration Statement under the caption "Legal Matters" and further consent to
the inclusion of this opinion as Exhibit 2.l to the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ XXXXXXX X. XXXXXXX
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JENNER & BLOCK
by Xxxxxxx X. Xxxxxxx
