Contract analysis

1. Documents and Items Reviewed In rendering the opinions expressed below, we have examined originals or copies of the following documents and such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein: (a) The Purchase Agreement, including all Exhibits and Schedules thereto; (b) The Amended and Restated Certificate of Incorpor

2. Assumptions In rendering the opinions expressed below, we have assumed, without independent investigation or verification, and with your consent and concurrence, the following: (a) The genuineness of all signatures on all documents and instruments reviewed by us in connection with this opinion letter. (b) The authenticity and completeness of all documents submitted to us as originals and the conformity to authenti

3. Opinions Based on and subject to the foregoing and the qualifications, limitations, and exceptions set forth in Section 4 below, we are of the opinion that: 3.1 Due Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of [Insert State of Incorporation]. [If applicable, include opinion regarding qualification in foreign ju

4. Qualifications, Limitations, and Exceptions The foregoing opinions are subject to the following qualifications, limitations, and exceptions: 4.1 Enforceability Exceptions. The opinions expressed in Section 3.6 above with respect to the enforceability of the Transaction Documents are subject to and limited by (collectively, the "Enforceability Exceptions"): (a) the effect of bankruptcy, insolvency, reorganization,

5. Reliance and Other Matters 5.1 Reliance. This opinion letter is furnished to you, the addressees hereof, solely in connection with the closing of the transactions contemplated by the Purchase Agreement and is solely for your benefit. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance, except that [Insert names of co