FORM OPINION OF SELLER'S COUNSEL [LETTERHEAD OF SELLER'S COUNSEL] _______________, 200_ _________________________ _________________________ _________________________ Ladies and Gentlemen: We have acted as counsel to _________________________, a _________________________ corporation (the "Company"), in connection with the transactions contemplated by the Asset Purchase Agreement, dated _______________, 200_ (the "Purchase Agreement"), by and among the Company and _________________________, a _________________________ corporation ("Buyer"). This letter is being delivered to you pursuant to Section of the Purchase Agreement. Terms defined in the Purchase Agreement and not otherwise defined herein are used herein as defined therein. For the purpose of rendering the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents, and other instruments, and certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives as we have deemed necessary. In such examination, we have assumed the legal capacity of natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents and instruments submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to all questions of fact, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of _________________________ contained in the Purchase Agreement. When an opinion set forth below is given to the best of our knowledge, that knowledge is limited to the actual knowledge of the individual lawyers in the firm who have participated directly in the matters referred to our firm by management of any of the Companies and without any special or additional investigation undertaken for the purposes of the opinion. The opinion expressed in Items 3 and 4 is based solely on matters of which (i) the individual lawyers in the firm who have participated directly in the matters referred to our firm by management of any of the Companies have actual knowledge or (ii) our knowledge derived from an examination of the dockets of the United States District Court for the District of _________________________ as of the close of business on _______________, 200_ and of the Court of _________________________ of _________________________ County, _______________ through _______________, 200_, the last day for which an index was available; we express no opinion relating to matters as to which notice may have been filed after the dates these dockets were so examined and of which such lawyers have no actual knowledge. We have furthermore assumed that Buyer has all requisite power and authority to execute, deliver, and perform the Purchase Agreement and the other agreements and instruments to be executed, delivered, or performed by either of them pursuant thereto, that Buyer has duly and validly executed and delivered the Purchase Agreement and such other agreements and instruments and that they constitute valid, binding, and enforceable obligations of Buyer. Each opinion set forth below relating to the enforceability of any agreement or instrument against the Company or _________________________ is subject to the following general qualifications: (i) As to any instrument delivered by _________________________ or the Company, we assume that _________________________ or the Company has received the agreed-to consideration therefor. (ii) The enforceability of any obligation of _________________________ or the Company, may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, marshaling, or other laws affecting the enforcement generally of contractual parties' rights and remedies (including such as may deny giving effect to waivers of contractual parties' rights) or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (iii) No opinion is given herein as to the availability of any specific or equitable relief of any kind or as to the enforceability of any particular remedy provided in the Purchase Agreement or any other agreement or other instrument to be executed by _________________________ or the Company pursuant thereto (the "Other Agreements"). Subject to the limitations set forth below, we have made such examination of law as we have deemed necessary for the purposes of this opinion. This opinion is limited solely to the laws of _________________________ as applied by _________________________ state courts, the federal laws of the United States of America, to the extent that those laws may be applicable or govern and the General Corporation Law of the State of Delaware; we express no opinion as to the laws of any other jurisdiction that may be applicable as a result of the application by _________________________ courts of conflict of law principles. To the extent that conclusions based on the General Corporation Law of the State of Delaware are involved in the opinions set forth herein below, we have relied, in rendering such opinions, upon our examination of such law. We understand that all of the foregoing assumptions, qualifications, and limitations are acceptable to you. Based upon and subject to the foregoing and upon such investigation of law as we have deemed necessary or appropriate, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing, and in good standing under the laws of _________________________ with full corporate power and authority to execute and deliver and carry out the transactions contemplated by the Purchase Agreement, and the Company is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases properties, conducts operations, or maintains a stock of goods. 2. All requisite corporate and other authorizations for the execution, delivery, and performance by _________________________ and the Company of the Purchase Agreement and each Other Agreement required by law or by the Company's Certificate of Incorporation or By-Laws or any judgment, decree, rule, regulation, agreement, or instrument to which the Company or _________________________ is a party or by which it or she is bound or to which it or she, or any of its or her property or assets may be subject has been duly obtained. The Purchase Agreement and each Other Agreement to be executed by the Company or _________________________ pursuant thereto will, upon execution and delivery, be a legal, valid, and binding obligation of the Company and _________________________, enforceable in accordance with its respective terms. No authorization or approval of, or filing with any governmental agency, authority, or other body will be required of the Company or _________________________ in connection with the execution, delivery, and performance of the Purchase Agreement or any Other Agreement, except as described in the Disclosure Schedule. The Company is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate of Incorporation or By-Laws. The execution, delivery, and performance of the Purchase Agreement and the Other Agreements and the consummation of the transactions contemplated thereby are not events that of themselves or with the giving of notice or the passage of time or both, could constitute, on the part of the Company or _________________________, a violation of or conflict with or result in any breach of or default under the material terms, conditions, or provisions of any material agreement or instrument to which the Company or _________________________ is a party or by which it or she is bound or to which any of its or any of her property or assets is subject, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever on the property or assets of the Company or _________________________ and no such event of itself or with the giving of notice or the passage of time or both will result in the acceleration of the due date of any obligation of the Company or _________________________. 3. Except as disclosed in the Disclosure Schedule, there is not pending or, to the best of our knowledge, threatened, any litigation or legal or other actions, suits, proceedings, investigations, or arbitrations, at law or in equity or admiralty, or before any federal, state, municipal, or other governmental department, commission, board, agency, instrumentality, or other person, domestic or foreign, which could materially and adversely affect the business or properties or condition, financial or other, or results of operations, of the Company. To the best of our knowledge, except as set forth in the Disclosure Schedule, the Company is in compliance in all material respects with all laws and governmental rules and regulations, domestic or foreign, applicable to its business or affairs or properties or assets, including without limitation those relating to economic stabilization, price and wage controls, environmental protection, water or air pollution, and similar matters, where the failure to be so in compliance could result in a material and adverse affect on its business or properties or financial or other condition, or its results of operations. To the best of our knowledge, except as set forth in the Disclosure Schedule, neither the Company nor any officer or director is in material default with respect to any judgment, order, writ, injunction, decree, demand, or assessment issued by any court or of any federal, state, municipal, or other governmental agency, board, commission, bureau, instrumentality, department, or other person, domestic or foreign, relating to any aspect of the Company's business or affairs or properties or assets. To the best of our knowledge, neither the Company nor any officer or director is charged or threatened with or under investigation with respect to, any violation of any provision of any federal, state, municipal, or other law or administrative rule or regulation, domestic or foreign, relating to any aspect of the Company's business or affairs or properties or assets. 4. Seller's authorized capital stock consists of __________ shares of common stock, par value $1.00, of which __________ shares are issued and outstanding and no shares are held as treasury shares. All of the outstanding shares of common stock of each Company are duly authorized and validly issued, fully paid and nonassessable and are owned of record by _________________________, to the best of our knowledge, free and clear of all liens, encumbrances, equities, claims, and obligations to other persons, of every kind and character. The Company has no outstanding, nor, to the best of our knowledge, has it agreed to issue or sell any options, rights, warrants, calls, or other commitments (either in the form of convertible securities or otherwise) pursuant to which the holder thereof has or will have the right to purchase or otherwise acquire any capital stock or any other security of the Company. This opinion letter is furnished to you by us solely for your benefit and use in connection with the Purchase Agreement and the transactions contemplated thereby. This opinion letter is not to be circulated, quoted, or otherwise referred to for any other purposes or relied upon by any other person without our prior written consent. All of the foregoing opinions are rendered as of the date hereof. We assume no obligation to update such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that may hereafter occur. Very truly yours,
"Legal Opinioin of Seller's Counsel"