ASSUMPTIONS OF FACT. In connection with this opinion, we have reviewed the Agreements and a certificate, dated the date hereof, of an officer of Key, which certifies, to the best of such person's knowledge, inter alia, as to certain of the matters in the immediately succeeding paragraph as of the date hereof. This opinion is based solely upon our review of the Agreements and such other documents, and such other investigations of law and fact, as we have deemed necessary or advisable in connection with this opinion. Our opinion is limited to the specific issues of federal law addressed and is further limited in all respects, except as otherwise stated, to the facts assumed. We express no opinion as to any other matter. In rendering the opinions set forth herein, we have relied upon, and assumed, without independent investigation or inquiry, the following to be true at all relevant times:
ASSUMPTIONS OF FACT. As to all factual matters material to the opinions set forth herein, we have, with your permission and without any investigation or independent confirmation, relied upon and assumed the present and continuing truth and accuracy of those factual representations made in the Sale and Servicing Agreement or made in the certificates (the “Officer’s Certificates”) provided to us by each of the Depositor, the Depositor Eligible Lender Trustee, the Trust and the Eligible Lender Trustee. We have assumed, based upon the factual representations made by the Depositor in the Sale and Servicing Agreement and the relevant Officer’s Certificate, that at the time of the Conveyance, the Depositor has good title to the Financed Student Loans, free and clear of any lien, security interest or other similar encumbrance or any adverse claim of any person not holding through the Depositor and that the Depositor has not and will not create or permit to exist any adverse claim to the Financed Student Loans except in favor of the Trust. We have assumed that the purchase price will be fair consideration and reasonably equivalent value to the Depositor for the sale of the Financed Student Loans by the Depositor to the Trust. For the purposes of this opinion, we have assumed (i) the due authorization, execution and delivery by all parties thereto of all documents examined by us, including the Sale and Servicing Agreement, (ii) that each party to the Sale and Servicing Agreement has the power and authority to enter into and perform all of its obligations thereunder, (iii) that none of the conveyances of the Financed Student Loans, including the Conveyance, contemplated by the Sale and Servicing Agreement contravene or conflict with the articles or certificates of formation or limited liability company agreements or similar charter documents of the Depositor, Depositor Eligible Lender Trustee, the Trust or the Eligible Lender Trustee, any law, regulation or rule of any governmental authority or any agreement, instrument, writ, injunction, decree or order binding on any party thereto or relating to any Financed Student Loans, (iv) that the Sale and Servicing Agreement is a legal, valid and binding obligation of each of the parties thereto, enforceable in accordance with its terms and there has been no (and there will not be any) fraud in connection with the Conveyance, (v) there is not, and will not be, any other agreement between the Depositor, Depositor Eligible Lender Trustee, the Trus...
