Opinion Requested. You have requested our opinion as to whether, if the District were to become the debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.) (the “Bankruptcy Code”) commenced after the date hereof, the court would hold that the lien described in section 5451.5 of the California Government Code on Parcel Tax Revenues is a “statutory lien” within the meaning of section 101(53) of the Bankruptcy Code, so that section 552(a) of the Bankruptcy Code would not in and of itself cause Parcel Tax Revenues acquired by the District after the commencement of such case to not be subject to such lien. Our opinion is based solely upon our examination of such matters of law as we have deemed necessary for purposes of rendering such opinion. We have not made any investigation of any factual matter.
Opinion Requested. You have requested our opinion as to whether, in the event that the Federal Deposit Insurance Corporation (the "FDIC") were to be appointed as conservator or receiver for the Bank pursuant to Section 11(c) of the Federal Deposit Insurance Act (the "FDIA") and a court were to recharacterize the transfer of the Bank's right, title, and interest in, to and under the Specified Assets to the Eligible Lender Trustee pursuant to the Transfer and Servicing Agreement as the grant of a security interest in the Specified Assets securing a loan from the Eligible Lender Trustee to the Bank (such security interest, the "Security Interest"), the Security Interest would be enforceable notwithstanding the appointment of the FDIC as conservator or receiver of the Bank.
Opinion Requested. Bear Xxxxxxx Commercial Mortgage, Inc. In connection with the Final Advance, we have been requested and authorized by Borrower to render an opinion on whether, in the event that any one or more of the Managing Member, Acadia Strategic or Property Manager (each, a "Relevant Entity" and collectively, the "Relevant Entities") were to be a debtor or debtor acting as a debtor-in-possession in a case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), under present reported decisional authority and statutes applicable to federal bankruptcy cases, in a properly presented and competently argued case, a United States Bankruptcy Court or other United States court exercising jurisdiction of such case under the Bankruptcy Code (a "Bankruptcy Court") would disregard the separate existence of the Borrower and order substantive consolidation under the Bankruptcy Code of the assets and liabilities of Borrower with the assets and liabilities of one or more of such Relevant Entities and treat such assets and liabilities as though Borrower and such Relevant Entity or Relevant Entities were one entity (a "Substantive Consolidation").
