Common use of Quoting Bank Clause in Contracts

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx Xxnada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] -------- --------- ---------- ------------- --------------------- ------------ -------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Five Year Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- ------------------------ Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx XxnadaMxxxxx Xxaranty Trust Company of New York, as Administrative Agent [Royal Bank Plaza60 Xxxx Xxxxxx Xxx Xxxx, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Five Year Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and J.P. Xxxxxx XxnadaMorxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:

Quoting Bank. [ ] 2. Person to contact at Quoting Bank: ----------------------------- [ ] 3. Date of Borrowing: [ ]* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $[ ].]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12December 23, 2000 1996 among Nortel Networks CorporationOXXX CORPORATION, PRIMEX TECHNOLOGIES, INC., the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- Authorized Officer ---------- --------------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 than 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY BORROWER EXHIBIT F ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of [ ], 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx Xxnada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J219[ ] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation among (the "CorporationAssignor"), (the "Assignee"), (the "Borrower") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement MXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Credit AgreementAgent") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:).

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] -------- --------- ---------- ------------- --------------------- ------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Inc., Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- ----------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx XxnadaMxxxxx Xxaranty Trust Company of New York, as Administrative Agent [Royal Bank Plaza60 Xxxx Xxxxxx Xxx Xxxx, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, Nortel Networks Inc., the banks and co-syndication agents parties thereto and J.P. Xxxxxx XxnadaMorxxx Xxaranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Competitive Bid Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Competitive Bid or Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] Market Rate -------- --------- ---------- ------------- --------------------- ------------ ----------- $ $ [Provided, that the aggregate principal amount of Money Market Competitive Bid Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank Lender is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 than 30 days, as specified in the related InvitationInvitation in the case of Competitive Bid Loans based on the Eurodollar Rate. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Eurodollar Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (We understand and agree that the offer(s) set forth above, subject to the nearest 1/10,000th satisfaction of 1%). EXHIBIT E - Opinion the applicable conditions set forth in the Credit Agreement dated as of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY July 23, 2000 ---------------- To the Banks 1998 among Reckson Operating Partnership, L.P., Xxxxxxx Xxxxxx Operating Partnership, L.P., and the Administrative Agent Referred Lenders, Agents and Arrangers parties thereto, irrevocably obligates us to Below c/o J.P. Xxxxxx Xxnadamake the Competitive Bid Loan(s) for which any offer(s) are accepted, as Administrative Agent in whole or in part. Very truly yours, [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2NAME OF LENDER] Dear Sirs: I am Chief Legal Dated:_______________ By:__________________________ Authorized Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant EXHIBIT K to Section 3.01(b) of the 364 Day Credit Agreement dated as of July 23, 1998 --------------------------------------------------------- FORM OF DESIGNATION AGREEMENT Dated _____________, 199___ Reference is made to that certain Credit Agreement dated as of July 23, 1998 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") dated as of April 12, 2000 among the Corporation, the banks terms defined therein being used herein as therein defined) among Reckson Operating Partnership, L.P., Xxxxxxx Xxxxxx Operating Partnership, L.P. (collectively, the "Borrower"), the institutions from time to time party thereto as Lenders and co-syndication agents parties thereto Agents, and J.P. Xxxxxx XxnadaThe Chase Manhattan Bank, as Administrative Agent, UBS AG, as Syndication Agent, and PNC Bank, National Association, as Documentation Agent. Terms defined in the Credit Agreement are used herein with the same meaning. [NAME OF DESIGNOR] (the "Designor"), [NAME OF DESIGNEE] (the "Designee"), and the Administrative Agent agree as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumedfollows:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- ________________________ 3. Date of Borrowing: ___________________________* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Competitive Bid Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Competitive Bid Amount*** Period**** [Margin*****] [Absolute Rate******] -------- --------- ---------- ------------- --------------------- ------------ $ $ [Provided, that the aggregate principal amount of Money Market Competitive Bid Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- -------------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank Lender is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 daysmonth, as specified in the related InvitationInvitation in the case of Competitive Bid Loans based on the Eurodollar Rate. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Eurodollar Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (We understand and agree that the offer(s) set forth above, subject to the nearest 1/10,000th satisfaction of 1%). EXHIBIT E - Opinion the applicable conditions set forth in the Amended and Restated Credit Agreement dated as of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY September __, 2000 ---------------- To the Banks (as amended, supplemented, restated or otherwise modified from time to time) among Reckson Operating Partnership, L.P., and the Administrative Agent Referred Lenders, Agents and Arrangers parties thereto, the terms defined therein being used herein as therein defined irrevocably obligates us to Below c/o J.P. Xxxxxx Xxnadamake the Competitive Bid Loan(s) for which any offer(s) are accepted, as Administrative Agent in whole or in part. Very truly yours, [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2NAME OF LENDER] Dear Sirs: I am Chief Legal Dated:________________ By:________________________ Authorized Officer of Nortel Networks Corporation (the "Corporation") EXHIBIT K to Amended and give this opinion pursuant to Section 3.01(b) of the 364 Day Restated Credit Agreement dated as of September __, 2000 -------------------------------------------------------------------------------- FORM OF DESIGNATION AGREEMENT ----------------------------- Dated _______________, 2000 Reference is made to that certain Amended and Restated Credit Agreement dated as of September __, 2000 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") dated as of April 12among Reckson Operating Partnership, 2000 among L.P. (the Corporation"Borrower"), the banks and co-syndication agents parties institutions from time to time party thereto and J.P. Xxxxxx Xxnadaas Lenders, The Chase Manhattan Bank, as Administrative Agent, UBS Warburg LLC, as Syndication Agent, Deutsche Bank, as Documentation Agent, and Chase Securities Inc. and UBS Warburg LLC as joint lead arrangers and joint book managers. Terms defined in the Credit Agreement are used herein with the same meaning. [NAME OF DESIGNOR] (the "Designor"), [NAME OF DESIGNEE] (the "Designee"), and the Administrative Agent agree as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumedfollows:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- :__________________ 3. Date of Borrowing: * --------------------- /1/ 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest [Money Market Amount*** Period**** [Margin*****Principal Amount/2/ Interest Period/3/ Margin/4/] [Absolute Rate******Rate/5/] --------- ---------- ------------- --------------------- ------------------- ------------------ ------------ ------------------ $ $ [Providedprovided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * $____________.]/2/ ____________________________ /1/ As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** /2/ Principal amount bid for each Interest Period may not exceed principal amount requestedrequired. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. /3/ Not less than one month or not less than 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. /4/ Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (notes continued on following pageto the nearest 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". /5/ Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12February 20, 2000 1998 among Nortel Networks Corporationthe Company, Xxxxxxxx Soup Company, the Banks and Co-party thereto, The Chase Manhattan Bank, as Syndication Agents parties thereto Agent, and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :____________________________ By: --------------- --------------------------- ____________________________ Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company Xxxxxxxx OPINION OF COUNSEL FOR THE COMPANY XXXXXXXX ------------------------------- ________________, 2000 ---------------- 199_ To the Banks Banks, the Syndication Agent and the Administrative Agent Referred to Below c/o J.P. x Xxxxxx XxnadaGuaranty Trust Company of New York, as Administrative Agent [Royal Bank Plaza00 Xxxx Xxxxxx Xxx Xxxx, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** [Margin*****] [* Absolute Rate******] --------- ---------- ------------- --------------------- * $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- __________ * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12June 17, 2000 1997 among Nortel Networks Corporationthe Borrower, the Banks and Co-Syndication Agents parties thereto listed on the signature pages thereof and yourselves, as Administrative AgentAgent and Texas Commerce Bank National Association and NationsBank of Texas, N.A., as amended from time to timeCo-Agents, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_________________ By: --------------- --------------------------- :__________________________ Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. *__________ *** Not less than one month or not less 14 than 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion G ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY _________, 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx Xxnada, as Administrative Agent 19__ among [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2ASSIGNOR] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "CorporationAssignor"), [ASSIGNEE] (the "Assignee"), THE LOUISIANA LAND AND EXPLORATION COMPANY (the "Borrower") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Credit AgreementAgent") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:).

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: ____________________* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount*** Period**** [Margin*****] [Absolute Rate******] --------- --------- ------------ ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ ____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Each bid must be made for $5,000,000 or a larger multiple of $1,000,000 (or a comparable amount in an Alternative Currency as determined by the Administrative Agent and specified in the related Invitation). (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12October 20, 2000 1997 among Nortel Networks CorporationBetzDearborn Inc., BetzDearborn Canada Inc., the Banks parties thereto, and Co-Syndication Agents parties thereto yourselves and yourselvesThe Chase Manhattan Bank of Canada, as Administrative Agent, as amended from time to timeAgents, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- ---------------------- ------------------------------------ Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E F-1 - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY and United States Counsel for BetzDearborn Canada ________________, 2000 ---------------- 1997 To the Banks and the Administrative Agent Agents Referred to Below c/o J.P. Xxxxxx XxnadaThe Chase Manhattan Bank, as General Administrative Agent [Royal Bank Plaza000 Xxxx Xxxxxx Xxx Xxxx, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Xxx Xxxx Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation We have acted as counsel for BetzDearborn Inc. (the "CorporationCompany") and give this opinion pursuant to Section 3.01(bas United States counsel for BetzDearborn Canada Inc. ("BetzDearborn Canada") of in connection with the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12October 20, 2000 1997 among the CorporationCompany, BetzDearborn Canada, the banks Banks parties thereto, and co-syndication agents parties thereto The Chase Manhattan Bank (the "General Administrative Agent") and J.P. Xxxxxx XxnadaThe Chase Manhattan Bank of Canada, as Administrative AgentAgents. Terms defined in the Credit Agreement are used herein as therein defined. I This opinion is being rendered to you at the request of our clients pursuant to Section 3.01(b) of the Credit Agreement. We have examined originals or copies, certified or otherwise identified to my our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I we have deemed necessary or advisable for purposes of this opinion. In rendering this opinionUpon the basis of the foregoing and subject to the qualifications set forth below, I have assumedwe are of the opinion that:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- _______________________________ 3. Date of Borrowing: __________________________________________* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest [Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- ------------------------------------------------------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $_________ __ .]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement ($50,000,000 Revolving Line of Credit) dated as of April 12February 5, 2000 2001 among Nortel Networks CorporationXxxxxxx X. Xxxxx Residential Realty L.P., the Banks parties thereto, U.S. Bank National Association, as Documentation Agent, and Co-First Union National Bank, as Syndication Agents parties thereto Agent, and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_______________________ By: --------------- --------------------------- :_________________________ Authorized Officer ---------- ______________________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 3,000,000 or a larger multiple of $1,000,000 or C$1,000,000100,000. **** Not less than one month or not less 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx Xxnada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:.

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: ____________________* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable ---------- * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Each bid must be made for $5,000,000 or a larger multiple of $1,000,000. conditions set forth in the 364 Day Credit Agreement dated as of April February 12, 2000 1997 among Nortel Networks Corporationthe Borrower, the Banks and Co-Syndication Agents parties party thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_______________ By: --------------- --------------------------- :__________________________ Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 than 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th 1/10,000 of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY Borrower Opinion of McGuire, 2000 ---------------- Woods, Battle & Xxxxxx, L.L.P. [Dated the Closing Date] To the Banks and the Administrative Agent Referred to Below c/o J.P. x Xxxxxx XxnadaGuaranty Trust Company of New York, as Administrative Agent [Royal Bank Plaza00 Xxxx Xxxxxx Xxx Xxxx, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Xxx Xxxx 00000 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation We have acted as counsel for Trigon Healthcare, Inc. (the "CorporationBorrower") and give this opinion pursuant to Section 3.01(b) of in connection with the 364 Day Credit Agreement dated as of February 12, 1997 (the "Credit Agreement") dated as of April 12, 2000 among the CorporationBorrower, the banks and co-syndication agents parties Banks party thereto and J.P. Xxxxxx XxnadaGuaranty Trust Company of New York, as Administrative Agent, and in connection with the other matters relating to the Demutualization in which Virginia BCBS (as defined in the Plan of Demutualization) has become a wholly owned Subsidiary of the Borrower. Terms This opinion is being rendered to you pursuant to Section 3.1(b) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. I We have examined originals or copies, certified or otherwise identified to my our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I we have deemed necessary or advisable for purposes of this opinion. In rendering this opinionUpon the basis of the foregoing, I have assumedwe are of the opinion that:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: ____________________* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount*** Period**** [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify currency if an Alternative Currency. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000(or, in the case of a Borrowing to be denominated in an Alternative Currency, a comparable amount of such Alternative Currency as determined by the Agent). **** Not less than one month or not less 14 than 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364-Day Credit Agreement dated as of July 23, 1997 among Galileo International, Inc., the Banks parties thereto, the Letter of Credit Issuing Banks parties thereto and yourselves, as Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: ------------------------- By: --------------------------------- Authorized Officer: EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY BORROWER OPINION OF COUNSEL FOR THE BORROWER July , 2000 ---------------- 1997 To the Banks, the Issuing Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx XxnadaMoxxxx Xxxranty Trust Company of New York, as Administrative Agent [Royal Bank Plaza60 Wxxx Xxxxxx Xxx Xxxx, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear SirsXxx Xxxx 00000 Xxdies and Gentlemen: I am Chief Legal Officer the Senior Vice President and General Counsel of Nortel Networks Corporation Galileo International, Inc. (the "CorporationBORROWER") and give this opinion pursuant to Section 3.01(b) of have acted as counsel for the 364 Borrower in connection with the 364-Day Credit Agreement (the "Credit AgreementCREDIT AGREEMENT") dated as of April 12July 23, 2000 1997 among the CorporationBorrower, the banks and co-syndication agents Banks parties thereto, the Letter of Credit Issuing Banks parties thereto and J.P. Xxxxxx XxnadaMorgxx Xxxranty Trust Company of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. This opinion is being rendered to you at the request of the Borrower pursuant to Section 3.01(b) of the Credit Agreement. In connection with this opinion, I have investigated such questions of law, received such information from officers and representatives of the Borrower and its Subsidiaries and examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials officials, and corporate documents and records of the Borrower and its Subsidiaries and other instruments and have conducted such other investigations of fact and law documents as I have deemed necessary or advisable appropriate for purposes of this opinion. In rendering this opinionmy opinion I have assumed (a) the due authorization, execution and delivery of the Credit Agreement by each of the parties thereto (other than the Borrower), (b) the authenticity of all documents submitted to me as originals and (c) the conformity to original documents of all documents submitted to me as copies. Upon the basis of the foregoing, I have assumedam of the opinion that:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- :________________________________ 3. Date of Borrowing: * --------------------- :________________________________ 4. Currency of Borrowing: ** --------------------- :________________________________ 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount*** Period**** [Margin*****] [Absolute Rate]******] * --------- ---------- ------------- --------------------- ----------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $_____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000l,000,000. **** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of June 14, 2001 among Nortel Networks Limited, the Banks and Syndication Agent parties thereto and yourself, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Date:_______________________ By:_______________________________ Authorized Officer EXHIBIT E - -- Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY _________________, 2000 ---------------- 2001 To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx XxnadaThe Chase Manhattan Bank of Canada, as Administrative Agent [Royal Bank Plaza200 Xxx Xxxxxx, South TowerXxxxx 0000 Xxyxx Xxxx Xxxxx, 22nd Floor TorontoXxxxx Xxxxx Xxxxxxx, Ontario M5J 2J2] Dear Xxxxxxx X0X 0X0 Xear Sirs: I am Chief Legal Officer the Corporate Secretary of Nortel Networks Corporation Limited (the "CorporationCOMPANY") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit AgreementCREDIT AGREEMENT") dated as of April 12June 14, 2000 2001 among the CorporationCompany, the banks and co-syndication agents agent parties thereto and J.P. Xxxxxx XxnadaThe Chase Manhattan Bank of Canada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- --------------------------- 3. Date of Borrowing: * --------------------- -------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount*** Period**** Period [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]** ---------- * ------------ ---------------- *As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offer exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. ***Not less than one month or less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ****Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (notes continued on following pageto the nearest 1/100,000 of 1%) and specify whether "PLUS" or "MINUS". *****Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Fourth Amended and Restated 364-Day Credit Agreement dated as of April 12September 17, 2000 1999 among Nortel Networks Corporationthe Borrower, the Banks and Co-Syndication Agents parties thereto listed on the signature pages thereof and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- -------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. **** Not less than one month or not less 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx Xxnada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:Officer

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- 3. Date of Borrowing: * --------------------- 4. Currency of Borrowing: *** --------------------- 5---------------------------- 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount**** Period***** [Margin]*****] [Absolute * Rate]******] --------- ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ .]* ----------------- ** ---------- ** As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12, 2000 among Nortel Networks Corporation, the Banks and Co-Syndication Agents parties thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: By: --------------- --------------------------- Authorized Officer ---------- limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids Each bid must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,000. ***** Not less than one month or not less 14 than 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ****** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify $ [provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $____________.]2 We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of [DATE OF THIS AGREEMENT] among the Borrower, the Banks party thereto and yourselves, as Administrative Agent, irrevocably obligate(s) us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] By: Name: Title: Authorized Officer Dated: ------------------------------------------------------------------------------- whether "PLUS" or "MINUS". ******* Specify rate of interest per annum (to the nearest 1/10,000th 1/10,000 of 1%). EXHIBIT E - Opinion P DESIGNATION AGREEMENT dated as of Counsel for , -------------- ----- Reference is made to the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx Xxnada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement dated as of (as amended from time to time, the "Credit Agreement") dated as of April 12among , 2000 among a corporation (the Corporation"Borrower"), the banks party thereto (the "Banks") and co-syndication agents parties thereto and J.P. Xxxxxx XxnadaGuaranty Trust Company of New York, as Administrative Agent (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. (the "Designator") and (the "Designee") agree as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumedfollows:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- _______________________ 3. Date of Borrowing: ________________________________________* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Currency Amount*** Period**** [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement dated as of April 12June 26, 2000 1997 among Nortel Networks Boise Cascade Office Products Corporation, the Eligible Subsidiaries referred to therein, the Banks and Co-Syndication Agents parties party thereto and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates obligate(s) us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_______________ By: --------------- --------------------------- :__________________ Authorized Officer ---------- _______________________________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids Each bid must be made for Dollar Amount not less than $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$1,000,0005,000,000. **** Not less than one month or not less 14 than 7 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". *." ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- Opinion of Counsel for the Company [Closing Date] To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx XxnadaMorgan Guaranty Trust Company of New York, as Administrative Agent [Royal Bank PlazaAgenx 00 Xxxl Street New York, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] New York 10260 Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:

Quoting Bank. 2. Person to contact at Quoting Bank: ----------------------------- _____________________________ 3. Date of Borrowing: ___________________________________________* --------------------- 4. Currency of Borrowing: ** --------------------- 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest [Money Market Amount*** Period**** [Margin*****] [Absolute Rate******] --------- ---------- ------------- --------------------- ------------------------------------------------------------------ $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ $_________ .]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364 Day Credit Agreement ($100,000,000 Revolving Line of Credit) dated as of April 12February 5, 2000 2001 among Nortel Networks CorporationXxxxxxx X. Xxxxx Residential Realty L.P., the Banks parties thereto, U.S. Bank National Association, as Documentation Agent, and Co-First Union National Bank, as Syndication Agents parties thereto Agent, and yourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: :_______________ By: --------------- --------------------------- :_____________________________ Authorized Officer ---------- ______________________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 3,000,000 or a larger multiple of $1,000,000 or C$1,000,000100,000. **** Not less than one month or not less 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). EXHIBIT E - Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY , 2000 ---------------- To the Banks and the Administrative Agent Referred to Below c/o J.P. Xxxxxx Xxnada, as Administrative Agent [Royal Bank Plaza, South Tower, 22nd Floor Toronto, Ontario M5J 2J2] Dear Sirs: I am Chief Legal Officer of Nortel Networks Corporation (the "Corporation") and give this opinion pursuant to Section 3.01(b) of the 364 Day Credit Agreement (the "Credit Agreement") dated as of April 12, 2000 among the Corporation, the banks and co-syndication agents parties thereto and J.P. Xxxxxx Xxnada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed:.