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Contract analysis / enforceability-opinion-revenue-pledge.docx
enforceability-opinion-revenue-pledge.docx
1030-00001 · 6 clauses
High · 1 Medium · 2 Standard · 1
1. Introduction Standard
⚑ Commercial term
1. Introduction We have acted as issuer's counsel to Cascadia State Infrastructure Authority ("CSIA"), a Washington State governmental instrumentality and public body corporate duly created and validly existing pursuant to Chapter 43.160A of the Revised Code of Washington (the "Enabling Statute"), in connection with the issuance and sale of $220,000,000 aggregate principal amount of Cascadia State Infrastructure Auth
2. Documents Examined
2. Documents Examined In connection with the rendering of the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"): (a) Revenue Pledge Agreement dated as of October 24, 2023 (the "Revenue Pledge Agreement"), by and between CSIA and Pacific North
3. Assumptions
3. Assumptions In rendering the opinions set forth herein, we have relied upon and assumed the following, without independent investigation or verification: (a) Genuineness of Signatures. All signatures on documents reviewed by us (other than the signatures of officers and authorized representatives of CSIA, which we have independently verified) are genuine, and all natural persons executing such documents have done
4. Opinions Medium
⚑ Forum / governing law
4. Opinions Based upon and subject to the foregoing and the qualifications, exceptions, and limitations set forth in Section 5 below, and having regard for such legal considerations as we deem relevant, we are of the opinion that: 4.1 Due Authorization CSIA has duly authorized the execution and delivery of the Revenue Pledge Agreement by all necessary governmental action, including without limitation by the adoption
5. Qualifications, Exceptions, and Limitations High
⚑ Penalty / liquidated damages
5. Qualifications, Exceptions, and Limitations The opinions expressed in Section 4 above are subject to the following qualifications, exceptions, and limitations: (a) Bankruptcy and Insolvency. The enforceability of the Revenue Pledge Agreement, and the rights and remedies of the holders of the Series 2023A Bonds and the Trustee thereunder, may be limited by applicable bankruptcy, insolvency, reorganization, moratori
6. Reliance and Limitations Medium
⚑ Liability cap to check against exposure
6. Reliance and Limitations This Opinion is delivered as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion to reflect any changes in applicable law (including changes in statutes, regulations, judicial decisions, or administrative interpretations) or any changes in facts or circumstances occurring or coming to our attention after the date hereof, regardless of the effect th