Common use of Opinion of Counsel to Trustee Clause in Contracts

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.1 and 5.2, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture, is in compliance with all conditions precedent contained in this Indenture and that such supplemental indenture, if any, constitutes the legal, valid and binding obligation of the surviving corporation, enforceable against the surviving corporation in accordance with its terms, subject to the customary exceptions.