[Letterhead] [Date] ________________ ________________ ________________ ________________ Re: ________________, LLC
Dear __________ : You have requested my opinion regarding certain legal matters relating to _________, a _________ Limited Liability Company. In this regard I have acted as counsel for ________ (the "company") in connection with the current matter under review. As the sole basis in rendering this opinion, I have examined: (1) (2) (3) (4) (5) The Articles of Organization for the company filed with the ________ Secretary of State on ___________; The Certificate of Good Standing for the company issued by the _________ Secretary of State dated _______; The Operating Agreement and amendments thereto; The resolutions of the company authorizing the subject transaction; and, The Asset Purchase Agreement, Bill of Sale and Assignment, Assignment of Authorizations, Assignment of Lease and Assumption Agreement [collectively referred to as the Transaction Documents];
I am qualified to render opinions only as to the laws of _________. Accordingly, I express no opinion as to the laws of any other jurisdiction. No opinion is expressed on the application of the Securities Act of 1933, the Securities Exchange Act of 1934, the Uniform Securities Act and similar state statutes. In coordination with ________, I have reviewed the proceedings of the company with respect to the authorization, execution and delivery of the documents.
For the purposes of this opinion, I have assumed that: (1) All signatures are genuine; (2) (3) (4) (5) All natural persons who have signed documents had the legal capacity to do so at all relevant times; All documents submitted as originals or copies of originals are authentic; All company records made available to me are accurate and complete; All documents submitted as certified or true copies or as reproductions (including documents received by fax or other form of electronic transmission) conform to authentic originals; All certificates of public officials and company officers are accurate; and Each document constitutes a legal, valid and binding obligation of each of the parties thereto, other than the company.
(6) (7)
Based on the foregoing and my review of the _______________ Limited Liability Company Act, and the laws of _________, I am of the opinion, as of the date of this letter, that: A. Status. The company is a limited liability company duly formed, organized and in good standing under the laws of _________. No Contravention. The execution and delivery of the Asset Purchase Agreement and the other transaction documents by and between ______ and ______ and the performance thereof by the company do not violate the laws of _________ and do not conflict with or constitute a breach of any term, condition or provision of any agreement binding on the company or of the articles of organization or operating agreement of the company. Power and Capacity. Pursuant to _________ law the company has all necessary powers and authority to own its assets, to carry on its business as presently conducted, to perform all matters and things provided for in the documents, and to enter into, execute and deliver the Asset Purchase Agreement and the other Transaction Documents. Authorization of Documents. All meetings, operating agreement provisions, resolutions, appointments,
B.
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D.
authorizations and other acts required by the _________ Limited Liability Company Act to properly authorize the Asset Purchase Agreement and the other Transaction Documents, and the execution and delivery of the Asset Purchase Agreement and the other Transaction Documents and authorized performance of the company's obligations thereunder, have been properly held, passed, made or taken. E. Issuance of Its Membership Interest. The company, pursuant to _________ law, has all necessary powers and authority to issue Certificates referencing the membership interests. The Certificates. The Certificates of the company, as detailed, described and listed in the attached "Minutes of the First Meeting of Members and Management of _____ ," have been duly authorized and are validly issued. Said Minutes are specifically incorporated into this letter by specific reference. Asset Purchase Agreement. The Asset Purchase Agreement and the other Transaction Documents have been duly executed and delivered by the company and constitutes the valid and binding obligation of the company, and is enforceable against the company in accordance with its respective terms subject to [i] bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to creditors’ rights and [ii] the possibility that the remedies of specific performance or injunctive or other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Third Party Consent. The execution, delivery and performance by the company of the Asset Purchase Agreement and the other Transaction Documents [a] do not require the consent of any third party under its terms; [b] do not violate _________ Law, judgment, order, injunction, decree, applicable to the company and known to us; [c] do not, either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for default under Asset Purchase Agreement and the other Transaction Documents; and, [d] do not result in the creation of any lien, charge or encumbrance on any of the Assets pursuant to the terms of the Asset Purchase Agreement. Conveyancing Documents. All bills of sale, and other conveyancing documents delivered by the company to buyer on the date hereof are in proper form to convey and assign all of company’s right, title, and interest in and to the tangible personal property to buyer.
F.
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I.
This opinion is intended solely for the use of the addressees and their permitted assigns and only in connection with the transaction specifically contemplated in the Asset Purchase Agreement and the Transaction Documents, and is not, except with my express written consent, to be relied upon by any other person or for any other purpose. Sincerely, _____________________________