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Contract analysis / sc-opinion-corporate-authorization.docx
sc-opinion-corporate-authorization.docx
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Section 1. Defined Terms and Documents Reviewed
Standard
⚑ Commercial term
Section 1. Defined Terms and Documents Reviewed 1.1 Transaction Documents Examined In connection with rendering the opinions set forth in Section 3 of this letter, we have examined executed copies (or, where noted, substantially final drafts confirmed as conforming to executed originals) of each of the following documents: (a) The Indenture, dated as of May 15, 2025 (the "Indenture"), by and among DEH, as Issuer, DUF
Section 2. Assumptions
Section 2. Assumptions In rendering the opinions expressed in this letter, we have assumed, without independent investigation or verification, the following: (a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies or drafts. Where we have examined executed
Section 3. Opinions
Section 3. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, we are of the opinion that: 3.1 Due Organization — Dunmore upstream Finance Corp. Dunmore upstream Finance Corp. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. Based upon our review of the or
Section 4. Qualifications and Limitations
Medium
⚑ Liability cap to check against exposure
Section 4. Qualifications and Limitations The opinions expressed in this letter are subject to the following qualifications and limitations: 4.1 Governing Law Limitation The opinions expressed in this letter are limited to (i) the laws of the State of New York (excluding the securities and blue sky laws thereof), (ii) the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.), (iii) the Delaware L
Section 5. Reliance and Distribution
Section 5. Reliance and Distribution This opinion letter is furnished solely for the benefit of the Initial Purchasers — namely, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in connection with the Purchase Agreement and the offering of the Notes contemplated thereby. This opinion letter may also be relied upon by Northgate Trust Company, N.A. in its capacities as Trustee and Col