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Legal Opinioin of Seller's Counsel

VIEWS: 39 PAGES: 4

									                         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,

								
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