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Contract analysis / draft-opinion-de-llc-formation-qrf.docx
draft-opinion-de-llc-formation-qrf.docx
1025-00007 · 6 clauses
High · 0 Medium · 2 Standard · 1
1. Introduction Standard
⚑ Commercial term
1. Introduction We have acted as counsel to Quorum Receivables Funding 2022-1 LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Issuer" or "QRF 2022-1"), in connection with the issuance by the Issuer of (a) $375,000,000 aggregate principal amount of Class A Asset-Backed Notes (preliminary CUSIP: 74892TAA3) (the "Class A Notes"), (b) $75,000,000 aggregate principal a
2. Documents Examined
2. Documents Examined In connection with this Opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: 2.1 Organizational Documents (a) The Certificate of Formation of Quorum Receivables Funding 2022-1 LLC, as filed with the Secretary of State of the State of Delaware on August 3, 2022 (DE SOS File No. 7894231) (the "Certificate of Formation");
3. Assumptions Medium
⚑ Forum / governing law
3. Assumptions In rendering the opinions set forth in Section 4 below, we have assumed the following, without independent investigation or verification: (a) The genuineness of all signatures on all documents examined by us (other than signatures of QRF 2022-1 or persons signing on behalf of QRF 2022-1). (b) The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all
4. Opinions
4. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that: 4.1 Valid Formation and Existence QRF 2022-1 has been duly formed and is validly existing as a limited liability company in good standing under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "DLLCA"). The Certificate of Formation
5. Qualifications and Limitations Medium
⚑ Liability cap to check against exposure
5. Qualifications and Limitations The opinions expressed in Section 4 above are subject to the following qualifications and limitations: 5.1 Scope of Law Covered The opinions expressed herein are limited solely to the laws of the State of Delaware, including the DLLCA and the applicable provisions of the Constitution of the State of Delaware, in each case as currently in effect. We express no opinion as to the laws o
6. Reliance and Benefit
6. Reliance and Benefit This Opinion is furnished solely for the benefit of the addressees hereof — namely, (a) Quorum Receivables Funding 2022-1 LLC, (b) Calvoneth Trust Company, National Association, as Indenture Trustee under the Indenture, and (c) Ridgeline Capital Markets LLC, as Initial Purchaser under the Note Purchase Agreement — in connection with the transaction described herein. In addition, this Opinion m