the Swing Line Notes Sample Clauses

the Swing Line Notes. The documents described in subsections (a)-(f) above are referred to herein collectively as the "Loan Documents." We have investigated such questions of law as we have deemed necessary or appropriate for the purposes of the opinions stated herein. We are members of the bar of the State of California, and we are opining herein as to the effect on the subject transactions of the internal laws of the State of California, the General Corporation Law of the State of Delaware and the federal laws of the United States, and we express no opinion with respect to the applicability thereto or the effect thereon, of the laws of any other jurisdiction (or, in the case of Delaware, any laws other than the General Corporation Law of the State of Delaware) or as to any matters of municipal law or the laws of any other local agencies within any state. On the basis of the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that, as of the date hereof: 1. The execution, delivery and performance by each Borrower, Parent, ▇▇▇▇▇▇'▇ Atlantic City, Inc., a New Jersey corporation ("▇▇▇▇▇▇'▇ ▇▇"), as general partner of Marina, and ▇▇▇▇▇▇'▇ New Jersey, Inc., a New Jersey corporation (together with ▇▇▇▇▇▇'▇ ▇▇, the "Marina Partners"), as general partner of Marina, of each of the Loan Documents to which such Borrower, Parent, and the Marina Partners, as applicable, is a party (i) do not, in the case of the Company, Parent and the Marina Partners, contravene any provisions of their respective certificates of incorporation or by-laws, and, in the case of Marina, contravene any provision of its partnership agreement and (ii) do not, to the best of our knowledge, violate or constitute a default under, any applicable provision of the laws of the State of California, the General Corporation Law of the State of Delaware or the federal laws of the United States or any applicable regulation under such laws or any other agreement of Parent, the Company, Marina, the Marina Partners or any of their Subsidiaries which has been identified to us by a responsible officer of Parent as an agreement which is individually material to the business, properties or operations of Parent and its Subsidiaries taken as a whole (each such agreement, a "Material Agreement"), other than any such violations or defaults which would not, separately or in the aggregate, have a material adverse effect on the validity or enforceability o...