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Contract analysis / kincaid-moreau-cayman-opinion.docx
kincaid-moreau-cayman-opinion.docx
1016-00003 · 7 clauses
High · 2 Medium · 3 Standard · 1
1. Introduction and Engagement Standard
⚑ Commercial term
1. Introduction and Engagement We have acted as Cayman Islands counsel to Dunmore Energy Holdings Ltd. (the "Company" or "DEH"), an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered office at c/o Camberwell Group, PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, and principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Str
2. Documents Examined
2. Documents Examined For the purposes of rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: 2.1 Constitutional and Corporate Documents of the Company (a) the Memorandum and Articles of Association of DEH, as amended and restated to date (the "Memorandum and Articles"), copies of which have been certified to
3. Assumptions Medium
⚑ Forum / governing law
3. Assumptions In rendering the opinions set forth in Section 4 below, we have assumed, without independent investigation or verification, the following: 3.1 The genuineness and authenticity of all signatures (other than the signatures of persons signing on behalf of the Company), the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us
4. Opinions High
⚑ Penalty / liquidated damages
4. Opinions Based upon and subject to the foregoing and to the qualifications and limitations set forth in Section 5 below, we are of the opinion that: 4.1 Due Incorporation and Good Standing The Company has been duly incorporated as an exempted company with limited liability under the provisions of the Companies Act (As Revised) of the Cayman Islands (the "Companies Act") and is validly existing and in good standing
5. Qualifications and Limitations High
⚑ Penalty / liquidated damages
5. Qualifications and Limitations The opinions expressed in Section 4 above are subject to the following qualifications and limitations: 5.1 General Enforceability Qualifications Our opinions as to enforceability are subject to: (a) applicable bankruptcy, insolvency, liquidation, winding up, reorganization, moratorium, fraudulent preference, fraudulent disposition, voidable transaction, and other similar laws of gene
6. Reliance and Benefit Medium
⚑ Liability cap to check against exposure
6. Reliance and Benefit This opinion is given solely for the benefit of the persons and entities to whom it is addressed, namely (a) the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC), (b) their respective counsel, Whitfield Baxter & Cohn LLP, (c) Calderwood & Harkness LLP, as counsel to the Issuer, and (d) Northgate Trust Company, N.A., in its capacity as Trust
7. Governing Law of This Opinion Medium
⚑ Forum / governing law
7. Governing Law of This Opinion This opinion letter, and any non-contractual obligations arising out of or in connection herewith, shall be governed by and construed in accordance with the laws of the Cayman Islands. We remain available to discuss any of the matters addressed herein at your convenience. Please do not hesitate to contact the undersigned should you have any questions or require any further information