Opinion of Independent Counsel Sample Clauses

Opinion of Independent Counsel. WPSC shall have been ------------------------------ furnished with an opinion of independent counsel for MGE, dated as of the date of the closing, to the effect that: (a) MGE is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin and has corporate power and authority to convey its interest in the Nuclear Plant to be transferred by it hereunder, to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance by MGE of this Agreement have been duly authorized by all necessary corporate action on the part of MGE, do not contravene the Articles of Incorporation or Bylaws of MGE, and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract or other instrument to which MGE is a party or by which MGE is bound; and this Agreement constitutes a legal, valid and binding obligation of MGE enforceable in accordance with its terms, except as limited by general principles of equity, and applicable bankruptcy, insolvency, reorganization or similar laws at the time in effect; (c) there are no actions, suits, proceedings pending or, to the best knowledge of such counsel (having made diligent inquiry with respect thereto), threatened against or affecting MGE before any court or administrative body or agency which might materially adversely affect the ability of MGE to perform its obligations under this Agreement; (d) the conveyances and instruments executed by MGE in connection with the Closing have been duly authorized, executed and delivered by MGE and are effective to vest in WPSC good and marketable title in and to the interest required to be conveyed to MGE hereunder in the Nuclear Plant; (e) the instruments delivered to WPSC to convey MGE's interest in the Nuclear Plant have been duly authorized, executed and delivered and are effective to make the conveyance purported to be made.