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Contract analysis / legal-opinion-buyers-counsel-to-lender.docx
legal-opinion-buyers-counsel-to-lender.docx
1006-00006 · 29 clauses
High · 2 Medium · 6 Standard · 0
I. DOCUMENTS EXAMINED
I. DOCUMENTS EXAMINED In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
1. The Credit Agreement, dated as of November 15, 2021, among the Borrower, the Administr
1. The Credit Agreement, dated as of November 15, 2021, among the Borrower, the Administrative Agent, and the Lenders, as previously amended by Amendment No. 1 to the Credit Agreement, dated as of March 12, 2023, and Amendment No. 2 to the Credit Agreement, dated as of September 8, 2024.
2. Amendment No. 3 to the Credit Agreement (the "Amendment"), dated as of the date hereof
2. Amendment No. 3 to the Credit Agreement (the "Amendment"), dated as of the date hereof, among the Borrower, the Administrative Agent, and the Lenders party thereto.
3. The Incremental Term Loan Notes, if any, issued pursuant to the Amendment on the date
3. The Incremental Term Loan Notes, if any, issued pursuant to the Amendment on the date hereof in favor of the applicable Lenders.
4. The Perfection Certificate dated as of the date hereof, executed and delivered by the
4. The Perfection Certificate dated as of the date hereof, executed and delivered by the Borrower in connection with the Amendment (the "Perfection Certificate"), which references, among other things, (i) Ohio Secretary of State Filing No. 4287653, (ii) Employer Identification Number 84-3291047, and (iii) collateral locations including the facility located at 250 Industrial Boulevard, Butler, Pennsylvania 16001 (the
5. The Security Agreement, dated as of November 15, 2021, as amended and restated as of t
5. The Security Agreement, dated as of November 15, 2021, as amended and restated as of the date hereof, among the Borrower and the Administrative Agent, the Pledge Agreement, dated as of November 15, 2021, as supplemented as of the date hereof, among the Borrower and the Administrative Agent, and each of the other collateral documents executed in connection with the Credit Agreement as amended by the Amendment, incl
6. The Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed
6. The Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed with the Ohio Secretary of State on August 14, 2018, together with all amendments thereto filed through and including the date hereof (the "Certificate of Formation").
7. The Second Amended and Restated Operating Agreement of Crestline Packaging Solutions L
7. The Second Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, dated as of January 5, 2022, as amended by that certain First Amendment to Second Amended and Restated Operating Agreement, dated as of April 17, 2024, and as further amended to date (the "Operating Agreement").
8. Resolutions of the members and managers of the Borrower, adopted by unanimous written
8. Resolutions of the members and managers of the Borrower, adopted by unanimous written consent dated as of July 28, 2025, authorizing the execution, delivery, and performance of the Amendment and the transactions contemplated thereby, including without limitation the borrowing of the Incremental Term Loan and the consummation of the Acquisition, as certified in the Secretary's Certificate of the Borrower dated as o
9. The Secretary's Certificate of the Borrower, dated as of the date hereof, executed by
9. The Secretary's Certificate of the Borrower, dated as of the date hereof, executed by Sandra K. Liu, in her capacity as Secretary of the Borrower, certifying as to (i) the incumbency and specimen signatures of the officers of the Borrower authorized to execute and deliver the Loan Documents on behalf of the Borrower, (ii) the Certificate of Formation and the Operating Agreement of the Borrower, in each case as in
10. A Certificate of Good Standing for the Borrower issued by the Ohio Secretary of State
10. A Certificate of Good Standing for the Borrower issued by the Ohio Secretary of State, dated July 22, 2025 (within ten (10) days of the date hereof).
11. A Certificate of Subsistence/Good Standing for the Borrower issued by the Secretary o
11. A Certificate of Subsistence/Good Standing for the Borrower issued by the Secretary of the Commonwealth of Pennsylvania, dated July 23, 2025, confirming the Borrower's due qualification to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania, and such similar certificates of good standing or qualification for the Borrower issued by the Secretaries of State of such other jur
12. The Commitment Letter dated April 22, 2025 (Reference PCL-2025-04-1187) from Pinnacle
12. The Commitment Letter dated April 22, 2025 (Reference PCL-2025-04-1187) from Pinnacle National Bank, N.A., addressed to the Borrower, setting forth the terms and conditions upon which the Administrative Agent and certain Lenders committed to provide the Incremental Term Loan (the "Commitment Letter").
13. The Equity Commitment Letter dated April 22, 2025, from Ridgeway Capital Partners Fun
13. The Equity Commitment Letter dated April 22, 2025, from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Ridgeway"), addressed to the Borrower, committing to contribute $50,000,000 in cash equity to the Borrower in connection with the Acquisition and the related financing transactions contemplated by the Amendment (the "Equity Commitment Letter").
14. Such other documents, records, certificates, instruments, and matters of law as we ha
14. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein, including, without limitation, a review of certain public records, results of lien searches conducted in relevant jurisdictions, and such other factual inquiries and investigations as we have considered relevant.
II. ASSUMPTIONS Medium
⚑ Notice / time limit to track
II. ASSUMPTIONS In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following: (a) The genuineness of all signatures on all documents examined by us, other than the signatures of officers and authorized representatives of the Borrower, the authenticity and completeness of all documents submitted to us as originals, and the conformit
III. OPINIONS Medium
⚑ Liability cap to check against exposure
III. OPINIONS Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that: Opinion 1: Due Organization and Good Standing Crestline Packaging Solutions LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Ohio. The Borrower was formed by the filing of its Certificate
IV. QUALIFICATIONS AND LIMITATIONS
IV. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations:
1. Jurisdictional Limitations. The opinions expressed herein are limited to (i) the laws Medium
⚑ Liability cap to check against exposure
1. Jurisdictional Limitations. The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the federal laws of the United States of America, and (iii) the limited liability company laws of the State of Ohio (including the Ohio Revised Limited Liability Company Act, Ohio Revised Code Chapter 1706). We express no opinion as to the laws of any other jurisdiction, including, without limitatio
2. Bankruptcy and Insolvency Exceptions. The enforceability opinions set forth in Opinion Medium
⚑ Assignment / subcontracting
2. Bankruptcy and Insolvency Exceptions. The enforceability opinions set forth in Opinion 5 are subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws affecting the rights and remedies of creditors generally, including, without limitation, applicable provisions of Title 11 of the United States Code (the U.S. Bankruptcy
3. General Equitable Principles. The enforceability opinions set forth in Opinion 5 are s
3. General Equitable Principles. The enforceability opinions set forth in Opinion 5 are subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law.
4. Forum Selection and Jury Waiver. We express no opinion as to the enforceability of any High
⚑ Non-compete / exclusivity restraint
4. Forum Selection and Jury Waiver. We express no opinion as to the enforceability of any provisions of the Loan Documents purporting to (i) establish an exclusive forum for the adjudication of disputes, (ii) waive or limit the right of any party to assert counterclaims, defenses, or set-off rights, or (iii) waive the right to trial by jury, in each case to the extent that the enforceability of such provisions may be
5. Indemnification and Contribution. We express no opinion as to the enforceability of an High
⚑ Indemnity / guarantee obligation
5. Indemnification and Contribution. We express no opinion as to the enforceability of any indemnification, contribution, or exculpation provisions contained in the Loan Documents to the extent that such provisions may be limited or rendered unenforceable by (i) applicable federal or state securities laws, including, without limitation, Section 11 and Section 12 of the Securities Act of 1933, as amended, and the rule
6. Security Interests. We express no opinion as to the creation, attachment, perfection, Medium
⚑ Forum / governing law
6. Security Interests. We express no opinion as to the creation, attachment, perfection, or priority of any security interest, lien, or other encumbrance in or on any property or assets of the Borrower, except to the extent, if any, that such matters are expressly addressed in separate opinions of collateral counsel delivered in connection with the closing of the transactions contemplated by the Amendment. Without li
7. Financial Covenants. We express no opinion as to (i) any financial covenant, financial
7. Financial Covenants. We express no opinion as to (i) any financial covenant, financial ratio, or financial test contained in the Credit Agreement, as amended by the Amendment, (ii) the calculation of any financial covenant, ratio, or test, (iii) the compliance by the Borrower or any other person with any such financial covenant, ratio, or test as of any date, or (iv) the adequacy of any financial projections, budg
8. Anti-Terrorism, Anti-Money Laundering, and Sanctions Laws. We express no opinion as to
8. Anti-Terrorism, Anti-Money Laundering, and Sanctions Laws. We express no opinion as to the effect of compliance or non-compliance by the Borrower or any other person with any applicable anti-terrorism, anti-money laundering, or economic sanctions laws, regulations, executive orders, or governmental guidance, including, without limitation, the USA PATRIOT Act, the Bank Secrecy Act, the International Emergency Econo
9. Pennsylvania Law. We are not admitted to practice law in the Commonwealth of Pennsylva
9. Pennsylvania Law. We are not admitted to practice law in the Commonwealth of Pennsylvania and express no opinion as to the laws of the Commonwealth of Pennsylvania. Any opinion expressed herein with respect to the Borrower's qualification to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania is based solely upon our review of the certificate of good standing or subsistence
10. Good Standing Certificates. The opinions expressed herein with respect to the Borrowe
10. Good Standing Certificates. The opinions expressed herein with respect to the Borrower's good standing and qualification to transact business in any jurisdiction are based solely on the certificates of good standing or qualification obtained from the relevant Secretaries of State as described in Section I above. Such opinions speak only as of the respective dates of such certificates and do not address the Borrow
V. RELIANCE AND DISTRIBUTION Medium
⚑ Liability cap to check against exposure
V. RELIANCE AND DISTRIBUTION This opinion is furnished solely for the benefit of the Addressees — Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and each of the Lenders party to the Credit Agreement as of the date hereof, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC — and is rendered solely in connection with the execution and delivery of