September 22, 2008 Wachovia Bank, National Association
Exhibit
10.5
September
22, 2008
Wachovia
Bank, National Association
000 Xxxxx
Xxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000-0000
Attention:
Xxxxx X. Xxxxx
Re:
Master Agreement between Lakeland Industries, Inc., (“Company”) and Wachovia
Bank, National Association (“Wachovia”) dated as of September 22, 2008 (as
supplemented by the Schedule thereto, the “Agreement”)
Ladies
and Gentlemen:
I am
delivering this opinion as counsel for the Company in connection with the
Agreement. Capitalized terms used and not otherwise defined herein
have their meanings as defined in the Agreement.
I have
examined the Agreement (including its Schedule) and such other matters of fact
and law that I have deemed necessary or appropriate to render this
opinion. In such examination, I have relied as to certain matters on
information from public officials, representatives of the Company and other
sources I believe to be responsible, and I have assumed that all signatures and
documents I have examined are authentic and genuine, assumptions which I have
not verified. I have also assumed that any Transaction under the
Agreement would be an interest rate swap, a transaction in respect to
commodities or a foreign exchange transaction entered into by the Company for
the purpose of hedging or managing the interest rate risk, commodity price risk
or exchange rate risk of an asset or liability.
This
opinion is limited to matters concerning the laws of the State of Delaware and
the laws of the United States of America, and I have assumed for purposes of
rendering this opinion that the laws of the state chosen by the parties to
govern the Agreement are similar to those of the State of Delaware.
Based
upon the foregoing, it is my opinion that:
1. The
Company is duly organized, validly existing and in good standing under the laws
of the State of Delaware and is empowered to enter into and perform its
obligations under the Agreement.
2. The
Agreement has been duly authorized, executed and delivered by the Company and
constitutes its legal, valid and binding obligation enforceable against it in
accordance with its terms, except as enforcement may be limited by general
principles of equity and bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights generally.
3. The
Company is not required to obtain any approval, authorization, license, consent,
exemption, adjudication or order of, or to file any registration with, any
governmental authority of the United States of America or the state in which it
is organized as a condition to the validity, or for the execution, delivery or
performance by the Company, of the Agreement, or to the exercise by Wachovia of
its rights thereunder.
4. The
execution, delivery and performance of the Agreement by the Company will not
contravene or constitute a default under any statute, regulation, rule, order,
judgment or decree, or under any provision of the Company’s constitutional
documents (including any by-laws) or under any contractual agreement or
restriction known to me that is binding on the Company or its assets or that
affects the performance by the Company of its obligations under the
Agreement.
Very
truly yours,
/s/ Xxxxxxxxxxx X.
Xxxx
Xxxxxxxxxxx
X. Xxxx
General
Counsel