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Contract analysis / local-counsel-opinion-kansas.docx
local-counsel-opinion-kansas.docx
1019-00002 · 18 clauses
High · 0 Medium · 2 Standard · 1
1. Documents Examined
1. Documents Examined In connection with the opinions set forth 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 January 30, 2026 (CUSIP 96438LAA3), among WAL, as Bor
1. The Credit Agreement dated as of January 30, 2026 (CUSIP 96438LAA3), among WAL, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
2. The Guarantee Agreement dated as of January 30, 2026 (the "Guarantee Agreement"), exec
2. The Guarantee Agreement dated as of January 30, 2026 (the "Guarantee Agreement"), executed by WPM and the other Subsidiary Guarantors party thereto in favor of Prescott National Bank, N.A., in its capacity as Administrative Agent for the benefit of the Secured Parties.
3. The Pledge and Security Agreement dated as of January 30, 2026 (the "Pledge and Securi
3. The Pledge and Security Agreement dated as of January 30, 2026 (the "Pledge and Security Agreement"), executed by WAL and each Subsidiary Guarantor (including WPM) in favor of Prescott National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties.
4. The Mortgage and Security Agreement dated as of January 30, 2026 (the "Kansas Mortgage
4. The Mortgage and Security Agreement dated as of January 30, 2026 (the "Kansas Mortgage"), executed by Whitmore Precision Machining LLC, as Mortgagor, in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, encumbering the real property and improvements located at 4550 North Webb Road, Wichita, Kansas 67226 (the "Mortgaged Property"), to be recorded in the office of the
5. The Equity Pledge Agreement dated as of January 30, 2026, covering, among other equity
5. The Equity Pledge Agreement dated as of January 30, 2026, covering, among other equity interests, 100% of the membership interests in WPM.
6. The UCC-1 Financing Statement naming WPM as debtor and Prescott National Bank, N.A., a
6. The UCC-1 Financing Statement naming WPM as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, to be filed with the Delaware Secretary of State (WPM being organized in the State of Delaware; Delaware Secretary of State Filing No. 6587204).
7. The Certificate of Formation of WPM as filed with the Delaware Secretary of State (Fil
7. The Certificate of Formation of WPM as filed with the Delaware Secretary of State (Filing No. 6587204), together with all amendments thereto.
8. The Certificate of Good Standing of WPM issued by the Delaware Secretary of State, dat
8. The Certificate of Good Standing of WPM issued by the Delaware Secretary of State, dated on or about January 2026.
9. The Certificate of Authority / Foreign Registration of WPM issued by the Kansas Secret
9. The Certificate of Authority / Foreign Registration of WPM issued by the Kansas Secretary of State, confirming WPM's qualification to transact business as a foreign limited liability company in the State of Kansas.
10. The Operating Agreement (also referred to as the "LLC Agreement") of WPM, as amended
10. The Operating Agreement (also referred to as the "LLC Agreement") of WPM, as amended and in effect on the date hereof.
11. The Member Resolutions of WPM, duly approved on January 22, 2026, authorizing the exe
11. The Member Resolutions of WPM, duly approved on January 22, 2026, authorizing the execution, delivery, and performance by WPM of the Loan Documents to which WPM is a party and the consummation of the transactions contemplated thereby.
12. The Officer's / Secretary's Certificate of WPM dated January 30, 2026, attaching ther
12. The Officer's / Secretary's Certificate of WPM dated January 30, 2026, attaching thereto copies of the organizational documents, the member resolutions referenced above, and incumbency certificates for the authorized officers and representatives of WPM.
13. Such other documents, records, certificates, and instruments as we have deemed necess
13. Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions set forth herein, including records of proceedings made available to us and searches of relevant public records. As used herein, the term "Kansas Loan Documents" refers collectively to the Guarantee Agreement, the Pledge and Security Agreement, the Kansas Mortgage, and
2. Assumptions Standard
⚑ Commercial term
2. Assumptions In rendering the opinions set forth below, 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 duly authorized representatives of WPM. (b) The authenticity of all documents submitted to us as originals and the conformity to original documents of all do
3. Opinions Medium
⚑ Notice / time limit to track
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(a). Qualification and Good Standing in Kansas WPM is a limited liability company duly organized and existing under the laws of the State of Delaware. Based solely upon a certificate of good standing (or its equivalent) issued by the Kansas Secretary of Stat
4. Qualifications and Limitations Medium
⚑ Liability cap to check against exposure
4. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: (a) Scope of Law Covered. The opinions expressed herein are limited solely to the laws of the State of Kansas as currently in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including without limitation (i) the laws of the United States of America
5. Reliance
5. Reliance This opinion letter is furnished solely for the benefit of the addressees hereof — Prescott National Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and each Lender party to the Credit Agreement as of the date hereof — and solely in connection with the transactions contemplated by the Credit Agreement. This opinion letter may not be relied upon by any other person or entity, or