Form of Legal Opinion. 1. The Company is a corporation validly existing and in good standing under the laws of the state of its incorporation.
Form of Legal Opinion. 1. Company is a corporation validly existing and in good standing under the laws of the State of Delaware.
Form of Legal Opinion. 1. Each of the Closing Documents is a valid and binding obligation of the Acquired Company, enforceable by Purchaser against the Acquired Company in accordance with its terms.
Form of Legal Opinion. Based upon and subject to the foregoing, we are of the opinion that:
Form of Legal Opinion. 1) The Company/Subsidiary is a corporation duly formed and validly existing in good standing under the laws of the State of Delaware.
Form of Legal Opinion. On the basis of the foregoing, in reliance thereon and with the foregoing qualifications, Company Counsel is of the opinion that:
Form of Legal Opinion. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Nevada.
Form of Legal Opinion. To the Investors Listed on Schedule A Re: Athena Medical Corporation Ladies and Gentlemen: We have acted as counsel to Athena Medical Corporation (the "Company") in connection with the issuance, sale and delivery of ____ shares of its Common Stock, par value $0.01 per share (the "Shares"), pursuant to a Stock Purchase Agreement (the "Agreement"), dated as of December __, 1996, among the Company and the investors identified in the Agreement (the "Investors"). This opinion is rendered pursuant to Section 4.7 of the Agreement. Capitalized terms used herein, not otherwise defined herein, shall have the meanings assigned to them in the Agreement. We have examined the originals or certified, conformed or photostatic copies of records, agreements, instruments and documents and have made such other investigation as we have deemed relevant or necessary as a basis for the opinions expressed herein. We have assumed without investigation the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies. As to various questions of fact relevant to this opinion, we have relied on certificates of public officials and statements or certificates of officers or representatives of the Company. We have also assumed that the parties to the Agreement other than the Company have the power to enter into and perform their obligations under the Agreement and that the Agreement has been duly authorized, executed and delivered by, is valid and binding upon, and is enforceable in accordance with its terms against, such parties. We have further assumed that the representations and warranties made by the Investors in the Agreement are true and correct and that the representations and warranties as to factual matters made by the Company in the Agreement are true and correct. Whenever a statement herein is qualified by the phrase "to our knowledge," it is intended to indicate that, during the course of our representation of the Company, no information that would give us actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys in this firm who have rendered legal services to the Company in connection with the transactions contemplated by the Agreement. Based on the foregoing, and subject to the limitations set forth above and below, we are of the opinion that:
Form of Legal Opinion. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada. The Company has all requisite power and authority, and all material governmental licenses, authorizations, consents and approvals, that are required to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted (all as described in the Prospectus). The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification.
Form of Legal Opinion. (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and assets, to carry on its business as described in the Prospectus, and to perform its obligations under the Transaction Documents.
