EXHIBIT Q
___________, ____
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
The From Time to Time Banks Party
to the Credit Agreement described below
Ladies and Gentlemen:
I have served as counsel to Mississippi Chemical Corporation, a
Mississippi corporation (the "Borrower"), ___________, a _____________
("_________") and ____________, a _____________ ("___________" and, together
with the Borrower, individually a "Company" and collectively the "Companies")
in connection with the execution and delivery to you by the Companies of the
following documents (individually a "Security Document" and collectively the
"Security Documents"):
(a) Security Agreement from the Companies to Xxxxxx Trust and Savings
Bank, as agent (the "Agent") for the Lenders (the "Security Agreement");
(b) Deed of Trust and Security Agreement with Assignment of Rents from
_________, as grantor, to ___________, as trustee for the benefit of the Agent
encumbering the property commonly known as ________________, Mississippi;
(c) Mortgage and Security Agreement with Assignment of Rents from
_____________, as mortgagor, to the Agent, as mortgagee, encumbering the
property commonly known as ______________, Louisiana; and
[(D) DESCRIBE ALL OTHER DEEDS OF TRUST AND MORTGAGES.]
The Security Documents have been executed and delivered pursuant to Section
7.26(a) of the Credit Agreement dated as of November 25, 1997, as amended
(the "Credit Agreement") among the Borrower, Xxxxxx Trust and Savings Bank,
individually and as Agent, and the from time to time Banks party thereto.
As counsel to the Companies I am familiar with the Articles of
Incorporation and Bylaws of the Borrower, the Articles of Incorporation and
Bylaws of ___________ and the Certificate of formation and Limited Liability
Company Agreement of ________ (respectively, the "Organizational Documents").
I have also examined such other factual matters and matters of law as I deem
necessary or pertinent to the formulation of the opinions hereinafter
expressed.
In my examination, I have assumed the genuineness of all signatures (other
than those of the Companies), the authenticity of all documents submitted to me
as originals, and the conformity with authentic original documents of all
documents submitted to me as copies. Also, I have relied upon statements and
certifications of government officials and upon representations made in or
pursuant to the Security Documents and by representatives of the Companies with
respect to the Security Documents.
In rendering the opinions expressed below, I have assumed with respect to
all documents referred to herein that (except with respect to the Companies):
(i) such documents have been duly authorized by, have been duly executed and
delivered by, and constitute legal, valid, binding, and enforceable obligations
of, all of the parties to such documents; (ii) all signatories to such
documents have been duly authorized; and (iii) all of the parties to such
documents are duly organized and validly existing and have the power and
authority to execute, deliver, and perform such documents.
Based upon the foregoing and subject to the qualifications and exceptions
set forth below, I am of the opinion that:
1. Each Company is a corporation or limited liability company duly
organized and validly existing and in good standing under the laws of the State
of its organization with full and adequate corporate or limited liability
company power and authority to carry on its respective business as now
conducted.
2. Each Company is duly qualified to transact the business in which it
is engaged and in good standing as a foreign corporation in each jurisdiction
wherein the conduct of its respective business or the assets and properties
owned or leased by it require such qualification, except to the extent the
failure to be so qualified would not have a material adverse effect on the
business or financial condition of the Companies taken as a whole.
3. Each Company has full right, power and corporate or limited liability
company authority to encumber its assets to secure the obligations of the
Borrower under the Credit Agreement and to observe and perform all of the
matters and things provided for in the Security Documents executed by it.
4. The execution and delivery of each Security Document executed by each
Company does not, nor will the observance or performance of any of the matters
or things therein provided for, contravene any provision of applicable law,
except where such contravention would not have a material adverse effect on the
properties, business, operations, or financial condition of the Companies taken
as a whole, or of the respective Organizational Documents of the Companies
(there being no other agreements under which each Company is organized), or, to
my knowledge, of any material agreement binding upon or affecting each Company
or any of its properties or assets.
5. Each Security Document executed by each Company has been duly
authorized by all necessary corporate or limited liability company action of
each Company and has been executed and delivered by the proper officer or member
of each Company.
6. Each Security Document executed by each Company constitutes a valid
and binding agreement of such Company enforceable against such Company in
accordance with its terms, subject to bankruptcy, insolvency, and other laws
affecting creditors' rights generally and to principles of equity.
7. Based solely upon my review of those statutes, rules, and regulations
that are generally applicable to transactions in the nature of those
contemplated by the Security Documents, no order known by me, authorization,
consent, license or exemption of, or filing or registration with, any court or
governmental department, agency, instrumentality or regulatory body, whether
state or federal, is or will be required in connection with the lawful
execution and delivery of the Security Documents or the observance and
performance by the Companies of any of the terms thereof, except (a) the
filing of Uniform Commercial Code financing statements, (b) the recordation of
each mortgage or deed of trust in the office of the recorder or registrar of
deeds in each county in which the real property subject thereto is located,
and (c) such as have already been obtained or, if not obtained, would not have
a material adverse effect on the properties, business, operations, or
financial condition of the Companies taken as a whole.
8. Except as set forth on Schedule 5.3 to the Credit Agreement, to my
knowledge, there is no action, suit, proceeding or investigation, at law or in
equity, of which we have been directly notified in writing or which has been
served upon us, before or by any court or public body, pending or threatened
against or affecting any Company or any of its assets and properties which, if
adversely determined, could result in any material adverse change in the
properties, business, operations or financial condition of the Companies taken
as a whole.
[9. THE LAWS OF THE STATE OF [NEW MEXICO] [MISSISSIPPI] [LOUISIANA] DO
NOT IMPAIR THE RIGHT OF THE BANKS TO PROCEED AGAINST ANY GUARANTOR OF THE
BORROWER'S INDEBTEDNESS, OBLIGATIONS AND LIABILITIES UNDER THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE CREDIT AGREEMENT)
OR TO SECURE A DEFICIENCY JUDGMENT AFTER REALIZING UPON THE RIGHTS OF THE
AGENT UNDER THE SECURITY DOCUMENTS, IN ANY MANNER PERMITTED UNDER THE LAWS
OF THE STATE OF [NEW MEXICO] [MISSISSIPPI] [LOUISIANA].](1)
I express no opinion herein as to the legality, validity, binding nature
or enforceability of provisions of any Security Document (i) relating to
indemnification, exculpation, or contribution, to the extent such provisions
may be held unenforceable as contrary to public policy or federal or state
securities laws, (ii) relating to the release of a party from, or the
indemnification of a party against, liability for its own wrongful or negligent
acts under certain circumstances, (iii) insofar as it provides for the payment
or reimbursement of costs and expenses or for claims, losses, or liabilities in
excess of a reasonable amount determined by any court or other tribunal,
(iv) requiring written amendments or waivers of such documents insofar as it
suggests that oral or other modifications, amendments, or waivers could not be
effectively agreed upon by the parties or that the doctrine of promissory
estoppel might not apply, (v) waiving the right to object to venue in any
court, or (vi) relating to any consent or agreement to submit to the
jurisdiction of any court. I also express no opinion as to laws regarding
fraudulent transfers, conveyances, or obligations, or usury.
I render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of Mississippi, [NEW MEXICO], [LOUISIANA] the
United States of America, and for purposes of opinion paragraphs 1, 3, and 5
above, the State of Delaware. I am not admitted to practice law in the State
of Delaware; however, I am generally familiar with the Delaware General
Corporation Law and the Delaware Limited Liability Company Act as presently in
effect, and I have made such inquiries as I consider necessary to render the
opinions contained in opinion paragraphs 1, 3, and 5 above. This opinion is
limited to the effect of the present state of the laws of the State of
Mississippi, [NEW MEXICO], [LOUISIANA] the United States of America, and to
the limited extent set forth above in this paragraph, the State of Delaware
and the facts as they presently exist, and I assume no obligation to revise
or supplement this opinion in the event of future changes in such laws or the
interpretation thereof or such facts.
This opinion is rendered solely to you in connection with the Security
Documents and may not be relied upon by any person for any purpose other than
in connection with the transactions contemplated by the Security Documents
without, in each instance, my prior written consent.
Very truly yours,
[FN]
(1) To be provided only in those estates that do not have a single action
statute or an anti-deficiency statute.
