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Contract analysis / local-counsel-opinion-virginia.docx
local-counsel-opinion-virginia.docx
1019-00002 · 19 clauses
High · 2 Medium · 4 Standard · 0
I. INTRODUCTION AND ROLE High
⚑ Non-compete / exclusivity restraint
I. INTRODUCTION AND ROLE This opinion letter is delivered to you pursuant to Section 4.01(a)(v) of the Credit Agreement as a condition precedent to the initial funding thereunder. This letter supplements the opinion letter of Calderwood & Harkness LLP (New York office) of even date hereof (the "Primary Opinion") addressed to the same addressees, and is limited exclusively to matters arising under the laws of the Comm
II. DEFINITIONS AND LOAN DOCUMENTS EXAMINED Medium
⚑ Assignment / subcontracting
II. DEFINITIONS AND LOAN DOCUMENTS EXAMINED A. Defined Terms Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement. In addition, the following terms shall have the following meanings for purposes of this opinion letter: "Credit Agreement" means the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among WAL, the Subsidiary
1. Executed copies of each of the Opined Documents, in the forms delivered to the Adminis
1. Executed copies of each of the Opined Documents, in the forms delivered to the Administrative Agent and the Lenders on the date hereof.
2. The Certificate of Formation of WAL filed with the Secretary of State of the State of
2. The Certificate of Formation of WAL filed with the Secretary of State of the State of Delaware (DE SOS Filing No. 5738291), together with the Limited Liability Company Agreement of WAL, as amended through the date hereof (collectively, the "WAL Organizational Documents").
3. The Articles of Incorporation of WDS filed with the Virginia State Corporation Commiss
3. The Articles of Incorporation of WDS filed with the Virginia State Corporation Commission (VA SCC Entity ID S3482917), together with the Bylaws of WDS, as amended through the date hereof (collectively, the "WDS Organizational Documents").
4. A Certificate of Good Standing (Certificate of Existence) for WAL issued by the Virgin
4. A Certificate of Good Standing (Certificate of Existence) for WAL issued by the Virginia State Corporation Commission, dated on or about January 30, 2026, confirming that WAL is registered and in good standing as a foreign limited liability company authorized to transact business in the Commonwealth of Virginia.
5. A Certificate of Good Standing (Certificate of Existence) for WDS issued by the Virgin
5. A Certificate of Good Standing (Certificate of Existence) for WDS issued by the Virginia State Corporation Commission (SCC Entity ID S3482917), dated on or about January 30, 2026, confirming that WDS is in good standing as a domestic Virginia corporation.
6. The Officer's and Secretary's Certificate of Gregory Alston, General Counsel and Secre
6. The Officer's and Secretary's Certificate of Gregory Alston, General Counsel and Secretary of WAL, dated January 30, 2026, attaching thereto (a) certified copies of the WAL Organizational Documents, (b) member resolutions duly adopted on January 22, 2026, authorizing the execution, delivery, and performance of the Opined Documents and the consummation of the transactions contemplated thereby, and (c) certificates
7. The Officer's Certificate for WDS dated January 30, 2026, attaching thereto (a) certif
7. The Officer's Certificate for WDS dated January 30, 2026, attaching thereto (a) certified copies of the WDS Organizational Documents (VA SCC Entity ID S3482917), (b) resolutions of the Board of Directors of WDS duly adopted on January 22, 2026, authorizing the execution, delivery, and performance by WDS of each Opined Document to which it is a party, and (c) certificates of incumbency and specimen signatures of th
8. A title commitment for the Virginia Property issued by Keystone National Title Service
8. A title commitment for the Virginia Property issued by Keystone National Title Services, LLC (Maria Soto, Title Officer), together with copies of all documents referenced as exceptions therein.
9. The existing Deed of Trust recorded as Instrument No. 2021-035782, recorded March 18,
9. The existing Deed of Trust recorded as Instrument No. 2021-035782, recorded March 18, 2021, in the land records of Fairfax County, Virginia, securing the indebtedness under the Existing Facility.
10. The existing UCC-1 Financing Statement filed with the Virginia State Corporation Comm
10. The existing UCC-1 Financing Statement filed with the Virginia State Corporation Commission, File No. 210315-00489, filed in connection with the Existing Facility (to be terminated in connection with the payoff of the Existing Facility on the date hereof).
11. Results of UCC lien searches conducted with the Virginia State Corporation Commission
11. Results of UCC lien searches conducted with the Virginia State Corporation Commission against WDS (SCC Entity ID S3482917), dated January 28, 2026.
12. Such other documents, certificates, records, and instruments as we have deemed necess
12. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
III. ASSUMPTIONS
III. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent, relied upon the following assumptions, without independent investigation or verification: (a) All signatures on documents and instruments examined by us (other than the signatures of WAL and WDS and their respective authorized signatories) are genuine, and all documents submitted to us as originals are authentic and complete. (b)
IV. OPINIONS Medium
⚑ Assignment / subcontracting
IV. OPINIONS Based upon the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that: 4.1 Entity Status — WAL (Virginia Qualification) WAL is a limited liability company duly formed and validly existing under the laws of the State of Delaware. WAL is duly qualified as a foreign limited liability company and is in good standing under the laws o
V. ENFORCEABILITY QUALIFICATIONS High
⚑ Penalty / liquidated damages
V. ENFORCEABILITY QUALIFICATIONS The opinions set forth in Section IV hereof are subject to the following qualifications (collectively, the "Enforceability Qualifications"): (a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect affecting the enforcement of credi
VI. LIMITATIONS AND QUALIFICATIONS Medium
⚑ Assignment / subcontracting
VI. LIMITATIONS AND QUALIFICATIONS In addition to the Enforceability Qualifications set forth in Section V above, the opinions set forth herein are subject to the following limitations and qualifications: (a) This opinion letter is limited solely to the laws of the Commonwealth of Virginia as currently in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including, without
VII. RELIANCE AND OTHER MATTERS Medium
⚑ Forum / governing law
VII. RELIANCE AND OTHER MATTERS This opinion letter is rendered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents and may not be quoted, relied upon, or otherwise used by any other person or entity without our prior written consent, except that: (a) any permitted assignee of a Lender's interest under the Credit Agreeme