Documents Reviewed—Other Documents Examined Clause Samples

Documents Reviewed—Other Documents Examined. In addition to the Trans- action Documents, other documents we have examined in rendering this Opin- ion Letter, and upon which we have relied, include the following: (i) the Articles [Certificate] of Incorporation of Seller, certified by the Sec- retary of State of [specify state]; (ii) the Bylaws of Seller, certified to be true and correct by the Secretary of Seller; (iii) certificates from the Secretary of State of [specify state] indicating that Seller is in good standing in the State of [specify state]; (iv) copies of resolutions adopted by the Board of Directors of Seller author- izing the execution, delivery and performance of the Transaction Docu- ments and certified by its Secretary; (v) certificate of [title of officer] of Seller, dated the date hereof certifying as to certain factual matters, [including litigation and other proceedings, etc.] and identifying [certain material agreements] [and court orders] to which Seller is a party (the ‘‘Seller Certificate’’); (vi) documents listed in the Seller Certificate; (vii) [list other documents reviewed]; and (viii) such other documents as we have deemed necessary in order to render the opinions expressed below.