January 21, 2004 Reckson Operating Partnership, L.P. c/o Reckson Associates Realty Corp. 225 Broadhollow Road Melville, New York 11747 Ladies and Gentlemen: This opinion is furnished in connection with the Registration Statement on Form S-3 (File No....Opinion Letter • January 21st, 2004 • Reckson Operating Partnership Lp • Real estate investment trusts
This opinion is furnished in connection with the Registration Statement on Form S-3 (File No. 333-67129) filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of debt securities of Reckson Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), in an aggregate initial public offering price not to exceed $500,000,000 (the "Debt Securities"). The Registration Statement was declared effective by the Commission on March 11, 1999. On January 14, 2004, the Operating Partnership entered into an underwriting agreement and related terms agreement with regard to a public offering of $150,000,000 aggregate principal amount of its 5.15% Notes due 2011 (the "Notes"), on terms set forth in a prospectus supplement dated January 14, 2004 to the prospectus dated January 14, 2004 (collectively, the "Prospectus"). The Notes will be issued pursuant to an inden
To the UNDERWRITERS named in the TERMS AGREEMENT referred to below, and the following parties Deutsche Bank Trust Company AmericasOpinion Letter • April 8th, 2019 • United Mexican States • Foreign governments
Opinion Letter Borrower and SPE Equity Owner (Revised 10-4-2022) [LETTERHEAD OF COUNSEL]Opinion Letter • September 26th, 2022
In our capacity as counsel to Borrower [and] [SPE Equity Owner] [and General Partners], we have prepared or examined the following documents, all dated as of the date of this opinion letter, 20___, except where otherwise noted:
Opinion Letter Guarantor (Revised 6-13-2023) [LETTERHEAD OF COUNSEL]Opinion Letter • May 11th, 2023
In our capacity as counsel to Guarantor, we have prepared or examined the following documents, all dated as of the date of this opinion letter, except where otherwise noted:
March 11, 1998 Health and Retirement Properties Trust 400 Centre Street Newton, Massachusetts 02158 Ladies and Gentlemen: In connection with the registration by Health and Retirement Properties Trust, a Maryland real estate investment trust (the...Opinion Letter • March 12th, 1998 • Health & Retirement Properties Trust • Real estate investment trusts
In connection with the registration by Health and Retirement Properties Trust, a Maryland real estate investment trust (the "Company"), of $150,000,000 of Senior Notes due 2002 (the "Notes"), which Notes will be issued under an indenture and a supplement thereto (collectively, the "Indenture") relating to the Notes by and between the Company and State Street Bank and Trust Company, as Trustee (the "Trustee"), the following opinion is furnished to the Company to be filed with the Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to the Company's Registration Statement on Form S-4, under the Securities Act of 1933, as amended (the "Securities Act"), to be filed on or about the date hereof. As used in this opinion, the term "Registration Statement" means, unless otherwise stated, such Registration Statement, as amended when declared effective by the Commission (including any post-effective amendments thereto).
Goldman Sachs PERSONAL & CONFIDENTIAL ----------------------- ----------------- --------------------------------------------------------------- August 26, 1999 Board of Directors Recovery Engineering, Inc. 9300 North 75th Avenue Minneapolis, MN 55428...Opinion Letter • September 1st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery
You have requested our opinion as to the fairness from a financial point of view to the holders of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Recovery Engineering, Inc. (the "Company") of the $35.25 per Share in cash to be received by such holders in the Tender Offer and the Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of August 26, 1999, among The Procter & Gamble Company ("Parent"), an indirect wholly-owned subsidiary of Parent, Tenzing, Inc. ("Tenzing"), and the Company (the "Agreement"). Subject to the terms of the Agreement, Parent will cause Tenzing to commence a tender offer for all the Shares (the "Tender Offer") at a price equal to $35.25 per Share in cash for each Share accepted. The Agreement further provides that following purchase of the Shares pursuant to the Tender Offer, Tenzing shall be merged with and into the Company (the "Merger") and each outstanding Share (other than Shares owned by Pare
200 East Randolph Drive Chicago, Illinois 60601 To Call Writer Direct: 312 861-2000 Facsimile: 312 861-2000 312 861-2200 April 7, 1998Opinion Letter • April 7th, 1998 • Tmil Corp • Retail-variety stores
e-mail: adfagundo@applebyglobal.com Intelsat (Bermuda), Ltd. Wellesley House North, 2nd Floor 90 Pitts Bay Road Pembroke HM 08 Bermuda direct dial: Tel 441 298 3549 Fax 441 298 3461 your ref: appleby ref: ADF/jt/129725.11Opinion Letter • November 24th, 2009 • Intelsat (Bermuda), Ltd. • Communications services, nec
The Issuer has requested that we provide this opinion in connection with the registration of up to US$2,805,000,000 in aggregate principal amount of its 11 1/4% Senior Notes due 2017 and up to US$2,149,991,000 in aggregate principal amount of its 11 1/2%/12 1/2% Senior PIK Election Notes due 2017 (collectively, the “New Notes”), and the guarantees related thereto (the “New Guarantees”) of the Bermuda Guarantor, such New Notes to be issued in exchange for an equal principal amount of the Issuer’s outstanding 11 1/4% Senior Notes due 2017 and 11 1/2%/12 1/2% Senior PIK Election Notes due 2017 (collectively, the “Existing Notes”) pursuant to the terms of the Indenture, the Registration Rights Agreement, the Offering Memorandum and the Registration Statement.
February 12, 1997Opinion Letter • February 13th, 1997 • Evans Withycombe Residential Inc • Real estate investment trusts
Re: Evans Withycombe Residential, Inc., a Maryland corporation (the "Corporation") - Issuance and Sale of up to 2,070,000 shares (the "Shares") of Common Stock of the Corporation, par value One Cent ($.01) per Share (the "Common Stock") -----------------------------------------------------------------
Exhibit 7 --------------------------------------------------------------------- ----------- [LETTERHEAD OF GOLDMAN, SACHS & CO.] PERSONAL AND CONFIDENTIAL ---- ---------------------------------------------------------------------------- October 21,...Opinion Letter • October 28th, 1998 • Essex International Inc / • Drawing & insulating of nonferrous wire
Essex International Inc. October 21, 1998 Page Two Agreement among Buyer, Merger Sub and certain stockholders of the Company attached as exhibits thereto; the form of Buyer's Indenture for the 8.5% Subordinated Convertible Exchange Debentures due 2013; the Company's Prospectus for the initial public offering of Shares dated April 17, 1997; the Company's Prospectus for the secondary offering of Shares dated September 17, 1997; Buyer's Prospectus for the initial public offering of Buyer's common stock dated October 11, 1996; Annual Report to Stockholders of the Company for the year ended December 31, 1997 and Annual Reports on Form 10-K of the Company and its predecessor for the five years ended December 31, 1997; Annual Reports to Stockholders and Annual Reports on Form 10-K of Buyer for the two fiscal years ended April 30, 1998; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company and Buyer; certain other communications from the Company and Buyer to
CLIFFORD CHANCE LLP AVENUE LOUISE 65 BOX 2 1050 BRUSSELS BELGIUM TEL +32 2 533 5911 FAX +32 2 533 5959 www.cliffordchance.comOpinion Letter • April 3rd, 2020 • Anheuser-Busch InBev SA/NV • Malt beverages
We have acted as Belgian legal advisers to Anheuser-Busch InBev SA/NV in connection with the issuance of the Notes (as defined below) by the Issuer, guaranteed by certain affiliates of the Issuer, among which the Belgian Guarantors (as defined below) (the "Transaction").
EXHIBIT 23.6 ------------------------------------------------------------------ -------------- [GOLDMAN, SACHS & CO. LETTERHEAD] PERSONAL AND CONFIDENTIAL ---- ---------------------------------------------------------------------------- November 17,...Opinion Letter • November 17th, 1998 • Kerr McGee Corp • Crude petroleum & natural gas
PERSONAL AND CONFIDENTIAL ------------------------- BY HAND ------- DRAFT ----- Mr. William L. Marks Whitney Holding Corporation 228 St. Charles Avenue New Orleans, Louisiana 70130Opinion Letter • June 25th, 1998 • Whitney Holding Corp • National commercial banks
EXHIBIT 3.2 LeBoeuf, Lamb, Greene & MacRae L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 125 West 55th Street New York, NY 10019-5389 (212) 424-8000 FACSIMILE: (212) 424-8500 (213) 955-7345 WRITER'S DIRECT DIAL: February...Opinion Letter • February 26th, 1997 • Tax Exempt Securities Trust New Jersey Trust 130
ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 www.bakerbotts.com AUSTIN DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK RIYADH WASHINGTONOpinion Letter • September 18th, 2006 • Lyondell Chemical Co • Industrial organic chemicals
Lyondell Chemical Company, a Delaware corporation (the “Company”), and the subsidiary guarantors named in Schedule I hereto (the “Guarantors”), have engaged us to render the opinions we express below in connection with the Company’s offering of $875,000,000 of 8% Senior Unsecured Notes due 2014 (the “2014 Notes”), $900,000,000 of 8 1/4% Senior Unsecured Notes due 2016 (the “2016 Notes” and, together with the 2014 Notes, the “Notes”) and the issuance of the related guarantees of the Notes by the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”), under the Registration Statement on Form S-3 (Reg. No. 333-137149) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “1933 Act”) by the Company and the Guarantors. The Registration Statement provides for the offering, issuance and sale from time to time of the securities described therein. At your request, this opinion is being furnished to you for filing on a Cu
Ameritas Life Insurance Corp. Logo ____________________________________________ ____________________________________ One Ameritas Way/P.O. Box 81889/Lincoln, NE 68501-1889 (402)467-1122/(800)745-6665/Facsimile:(402)467-7956 April 3, 1998 Ameritas...Opinion Letter • April 6th, 1998 • Ameritas Variable Life Insurance Co Separate Account V
Letter head of Coats, Rose, Yale, Ryman, & Lee] April 7, 2006Opinion Letter • April 13th, 2006 • National Credit & Guaranty CORP
We are issuing this opinion letter for the limited purposes set forth herein in our capacity as special counsel to each of the above addressees all of which are Texas corporations, limited liability companies or limited partnerships as designated above (collectively the “Texas Guarantors” and each being a “Texas Guarantor”), in connection with each Texas Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $203,000,000 in aggregate principal amount of 10-1/2% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”). The Exchange Notes are to be issued by Kimball Hill, Inc., an Illinois corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about April 7, 20
EXHIBIT 8.1 JULIA KATHERINE SWISHER, JD, LL.M, CPA ---------------------------- ---------------------------------------------------- April 10, 2003 ABIC Realty Corporation General Partner ABIC Realty Fund I, L.P. 9520 North May Avenue Oklahoma City,...Opinion Letter • April 11th, 2003 • Abic Realty Fund I Lp • Operators of nonresidential buildings
Goldman Sachs PERSONAL AND CONFIDENTIAL ------------------------- ------------- ------------------------------------------------------------------- November 22, 1999 Board of Directors The Guarantee Life Companies Inc. 8801 Indian Hills Drive Omaha,...Opinion Letter • November 24th, 1999 • Jefferson Pilot Corp • Life insurance
Reference is made to our opinion letter dated October 14, 1999 with respect to the fairness from a financial point of view to the holders of the outstanding shares of common stock, par value $.01 per share, of The Guarantee Life Companies Inc. ("Guarantee"or the "Company") of the Merger Consideration (as defined therein) to be received pursuant to the Agreement and Plan of Merger, dated as of September 19, 1999, among Jefferson-Pilot Corporation ("Jefferson- Pilot"), Jefferson-Pilot Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of Jefferson-Pilot, and Guarantee, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 14, 1999, by and among Jefferson-Pilot, Merger Sub and Guarantee.
Name of Opinion Recipient] [Date of Opinion] Page 10Opinion Letter • September 23rd, 2020 • Florida
This illustrative form of opinion letter is for use when Opining Counsel is acting as local counsel. It assumes that: (i) the Transaction is a multi-state loan transaction in which the lender is located in New York, (ii) the Loan Agreement expressly provides that it is governed by the law of the State of New York, (iii) the Mortgage and the Assignment of Leases and Rents provide that they are governed by Florida law, (iv) the Client entity is a Delaware entity that has operations and properties in Florida and is authorized to transact business in Florida, and (v) the collateral pledged pursuant to the Transaction Documents (in this case real property, fixtures and personal property) is located in Florida. Further, although the illustrative facts of this illustrative form of opinion letter include the grant of a security interest in Client entity's personal property located in Florida to secure the loan, because the creation, attachment and perfection of such security interest will be g
BRE Properties, Inc. 525 Market Street 4th Floor San Francisco, California 94105 Re: BRE Properties, Inc., a Maryland corporation (the “Company”) – Delivery and sale by the Company of up to $300,000,000 aggregate principal amount of the Company’s...Opinion Letter • August 7th, 2012 • Bre Properties Inc /Md/ • Real estate investment trusts
We have acted as Maryland corporate counsel to the Company in connection with the registration of the Notes under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement filed by the Company with the Commission on or about November 5, 2010. You have requested our opinion with respect to the matters set forth below.
Lynch, Brewer, Hoffman & Sands, LLP Attorneys at Law 101 Federal Street, 22nd Floor Boston, Massachusetts 02110-1800 ------------------ Telephone (617) 951-0800 Fax (617) 951-0811 November 27, 2000 ICON Funds c/o Meridian Investment Management...Opinion Letter • November 30th, 2000 • Icon Funds
As counsel to ICON FUNDS, a Massachusetts business trust (the "Trust"), we have been asked to render our opinion with respect to the issuance of an indefinite number of shares of beneficial interest in the Trust (the "Shares") representing interests in ICON Materials Fund, ICON Consumer Discretionary Fund, ICON Energy Fund, ICON Financials Fund, ICON Healthcare Fund, ICON Leisure and Consumer Staples Fund, ICON Information Technology Fund, ICON Telecommunication & Utilities Fund, ICON Industrials Fund, ICON Asia Region Fund, ICON South Pacific Region Fund, ICON North Europe Region Fund, ICON South Europe Region Fund, ICON Western Hemisphere Fund and ICON Short-Term Fixed Income Fund (collectively, the "Funds"), the Shares of each of such Funds being a series of the Trust, as more fully described in the Prospectus and Statement of Additional Information in the form contained in the Trust's Registration Statement on Form N-1A, as amended through the date hereof, to which this opinion is
425 Lexington Avenue New York, N.Y, 10017-3954 (212) 455-2000 _____ Direct Dial Number Facsimile: (212) 455-2502 E-mail Address Telex: 129158Opinion Letter • June 25th, 1998 • Hovnanian Enterprises Inc • Operative builders
Mark F. Muething Senior Vice President, General Counsel and Secretary December 19, 1996 Annuity Investors Life Insurance Company 250 East Fifth Street Cincinnati, Ohio 45202 Gentlemen: This opinion is provided in connection with the Registration...Opinion Letter • December 23rd, 1996 • Annuity Investors Variable Account A
