The Guaranty Agreement. The documents listed in subparagraphs (1) through (3) above shall be collectively referred to herein as the “Transaction Documents.” In this connection, I have examined such records, certificates, corporate or other proceedings and other documents as I have considered necessary or appropriate for the purposes of rendering this opinion, including an executed counterpart of each of the Transaction Documents and the certificates of good standing for each of the Obligors as such certificates are more particularly described on Schedule II attached hereto (each a “Good Standing Certificate” and collectively, the “Good Standing Certificates”). Please be advised that I have not assumed any responsibility for making any independent investigation or verification of any factual matters stated in or represented by any of the foregoing documents or any other factual matters. Please be advised that, when used in this letter, the phrases “knowledge” and “to the best of my knowledge” and phrases having equivalent wording relate only to my conscious awareness of information. Whenever I assert knowledge in stating facts or expressing an opinion which involves a question of fact, my knowledge is based solely on the inquiry and review described herein. I have assumed (i) the genuineness of all signatures on documents reviewed by me (other than those of the Obligors); (ii) the authenticity of all documents submitted to me as originals and the conformity to authentic originals of all documents submitted to me as certified, conformed or photocopies, and that none of such documents has been amended, altered, revoked or otherwise modified; and (iii) that the laws of any jurisdiction other than the State of Ohio (except for the federal laws of the United States of America) which may govern any one or more of the Transaction Documents are not inconsistent with the laws of Ohio in any matter material to this opinion. Based on such review and upon such further investigation as I have deemed necessary and such other considerations of law and fact as I believe to be relevant, I am of the opinion, as of the date hereof or as of the date of any certificate stated to have been relied on by me, that:
The Guaranty Agreement. (i) The Financing Statements; and
The Guaranty Agreement. The Guaranty Agreement ranks equally and ratably with all unsecured and unsubordinated obligations of each of the Guarantors generally, but subject to the right of any Person having secured or preferred rights, whether such rights arise by contract, statute, law (or the operation thereof) or otherwise.
The Guaranty Agreement. 3.01.07 Evidence of Borrower's receipt of FNMA seller approval certification when appropriate.
The Guaranty Agreement. We have also examined the articles or certificate of incorporation and bylaws, each as amended to date, of the Borrower and each Guarantor and such other documents and instruments and have made such further inquiries as we have deemed appropriate for purposes of this opinion. As to certain issues of fact, we have, where such facts were not independently known to us, relied with your consent and without independent investigation upon the representations and warranties made by the Borrower in the Credit Agreement and upon certificates of representatives of the Borrower dated September __, 2001. On the basis of the foregoing, we are of the opinion that:
The Guaranty Agreement. The obligations of the Security Guarantors under the Guaranty Agreement are secured by a first priority security interest and lien in the Collateral of such Security Guarantors and rank pari passu with the obligations of such Security Guarantors owed to the Lenders under the Credit Agreement. The obligations of each other Guarantor under the Guaranty Agreement ranks equally and ratably with all unsecured and unsubordinated obligations of each of such Guarantor generally, but subject to the right of any Person having secured or preferred rights, whether such rights arise by contract, statute, law (or the operation thereof) or otherwise."
The Guaranty Agreement. (vi) The Collateral Assignment of Licensing Agreement together with complete copies of the Licensing Agreement.
The Guaranty Agreement. In connection with our opinion we have examined the Credit Documents and the corporate proceedings of the Boards of Directors of the Credit Parties. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. This opinion letter is limited by, and is rendered in accordance with, the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia ("Interpretive Standards"), which Interpretative Standards are incorporated in this opinion letter by this reference. We have assumed the genuineness of all signatures (other than those on behalf of the Credit Parties) on, and authenticity of, all documents submitted to as originals and the conformity to original documents of all documents submitted to us as copies. With respect to any element of mutuality which may be required in order to support the enforceability of the Credit Documents, we have assumed that all parties thereto other than the Credit Parties (the "Other Parties") have all requisite power and authority to enter into and perform their respective obligations under the Credit Agreement and the other Credit Documents to which they are parties, that the Credit Agreement and such other Credit Documents have been duly authorized, executed and delivered by the Other Parties, and that the Credit Agreement and such other Credit Documents constitute the legal, valid and binding obligations of the Other Parties. Based on the foregoing, and subject to the qualifications hereunder set forth, we are of the opinion that:
The Guaranty Agreement. The documents referred to in clauses (i) through (iv) above are hereinafter collectively called the “Note Documents” and individually called a “Note Document”. Based upon and subject to the foregoing and the assumptions, qualifications and exceptions set forth below, I am of the opinion that:
The Guaranty Agreement. 7.3.3 The Loan Agreement and related note and pledge agreement; and
