thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 2 contracts
Sources: Underwriting Agreement (Gulf Power Co), Underwriting Agreement (Gulf Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting AgreementTO THE EXTENT THIS NOTE HAS BEEN ISSUED FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE CODE). In rendering the opinions expressed belowUPON WRITTEN REQUEST, we have examined the registration statement on Form S-3 WORLD OMNI AUTO RECEIVABLES LLC WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (Nos1) THE ISSUE PRICE OF THIS NOTE, (2) THE ISSUE DATE OF THIS NOTE, (3) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE AND (4) THE YIELD TO MATURITY OF THIS NOTE. 333-42033, ANY SUCH REQUEST SHOULD BE ADDRESSED TO ▇▇▇ ▇-▇▇ ▇▇▇▇▇▇ BLVD., DEERFIELD BEACH, FLORIDA 33442. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $ No.: CUSIP No.: WORLD OMNI AUTO RECEIVABLES TRUST 2025-▇▇ D a statutory trust organized and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed existing under the Securities Act laws of 1933, the State of Delaware (herein referred to as amended (the "Act"“Issuing Entity”), and the prospectus dated ________for value received, 199_ as supplemented by a final prospectus supplement dated __________hereby promises to pay to World Omni Auto Receivables LLC, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_or registered assigns, the Quarterly Reports on Form 10-Q principal sum of the Company for the quarters ended ____________ and DOLLARS payable on each Payment Date in an amount equal to the Current Reports on Form 8-K result obtained by multiplying (i) a fraction the numerator of the Company dated __which is $________ and the denominator of which is $27,530,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class B Notes pursuant to Section 3.01 of the Indenture dated as of October 15, 2025 (the "Exchange Act Documents"“Indenture”), each as filed under among the Securities Exchange Act Issuing Entity, The Bank of 1934New York Mellon Trust Company, N.A., as amended indenture trustee (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen“Indenture Trustee”), and we The Bank of New York Mellon Trust Company, N.A., as account bank; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the February 2032 Payment Date (the “Class B Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class B Notes shall be made until the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes have made such other and further investigations been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as we deemed necessary to express the opinions hereinafter set forthconstruction that shall be applicable herein. The Indenture and Issuing Entity will pay interest on this Note at the Underwriting Agreement are herein referred rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to as all payments of principal made on the "Agreements". We have also examined preceding Payment Date), subject to certain limitations contained in the opinion last sentence of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations Section 3.01 of the Commission under said Acts Indenture. Interest on this Note will accrue for each Payment Date from and in expressing including the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are 15th day of the opinionpreceding calendar month (or, relying as for the initial interest accrual period, from and including the Closing Date) to matters but excluding the 15th day of Georgia law the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the federal law manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States upon of America as at the opinion dated time of payment is legal tender for payment of public and private debts. All payments made by the date hereof rendered Issuing Entity with respect to you this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe Indenture Trustee whose name appears below by manual or electronic signature, and relying as this Note shall not be entitled to matters of New York law upon any benefit under the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPIndenture, that:or be valid or obligatory for any purpose.
Appears in 2 contracts
Sources: Indenture (World Omni Auto Receivables Trust 2025-D), Indenture (World Omni Auto Receivables Trust 2025-D)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 115381 and 333-42033115381-02) 01), pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________May 21, 199_ 2004 as supplemented by a final prospectus supplement relating to the Notes dated __________December 2, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2003, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2004, June 30, 2004 and September 30, 2004 and the Current Reports on Form 8-K of the Company dated __________ May 7, 2004, May 18, 2004, May 27, 2004, July 30, 2004, October 25, 2004, November 30, 2004, December 2, 2004 and December 2, 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2001, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ & ▇▇▇▇ ▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ LLP& ▇▇▇▇"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegis▇▇▇▇▇▇▇ ▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199___ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating to the Securities r▇▇▇▇▇▇▇ t▇ ▇▇▇ ▇ecurities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, ▇▇▇333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Pre▇▇▇▇▇-▇ ▇▇▇▇▇ and 333-42033-02) pertaining to the Notes (the t▇▇ "Registration ▇▇▇▇▇▇▇▇▇ion Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated _____February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003 and _____ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP and relying as to matters of New York law upon th▇ ▇▇▇nio▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 46171 and 333-4203346171-0201) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1998, June 30, 1998 and September 30, 1998 and the Current Reports on Form 8-K of the Company dated February 11, 1998, March 9, 1998 and December __________ , 1998 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP and relying as to matters of Delaware law upon the o▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ LLPdate hereof rendered to you by Richards, Layton & Finger, P.A., that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 57886 and 333-4203357886-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 30, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated ________November __, 199_ (the "Final Supplemented Prospectus")2002, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2002 and June 30, 2002 and the Current Reports on Form 8-K of the Company dated February 13, 2002, March 28, 2002 and November __________ , 2002 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by ▇▇▇▇of Trou▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇d▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, dated the date hereof and addressed to you that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203359942, ▇▇▇333-▇▇▇▇▇59942-▇▇ 01 and 333-4203359942-02) pertaining to the Notes Preferred Securities (the ▇▇▇ "Registration ▇▇▇▇▇▇▇ation Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________June 1, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Trust Agreement, the Indenture, the Guarantee Agreement, the Remarketing Agreement, the Underwriting Agreement, the Agreement as to Expenses and Liabilities and the Calculation Agent Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, foregoing and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States of America upon the opinion dated the date hereof rendered to you by Troutman Sanders LLP, as to matters of New York law upon the opinion da▇▇▇ ▇▇▇▇o▇ ▇▇▇▇▇red to you by Dewey Ballantine LLP and as to matters of Delaware law upon the opinion ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered ▇ndered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPRichards, Layton & Finger, P.A., that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, and relying general counsel for the Company, as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPand as to matters of Delaware law upon the opinion dated hereof rendered to you by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, that:
Appears in 1 contract
Sources: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇333-▇▇▇▇▇40629-▇▇ 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and as to matters of Delaware law upon the opinion dated hereof rendered to you by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, that:
Appears in 1 contract
Sources: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, ▇▇▇333-▇▇▇▇▇67453-▇▇ 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the t▇▇ "Registration ▇▇▇▇▇▇▇▇tion Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 4, 199_ 1998, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1998, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ and March 31, 1999 the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 103772 and 333-42033103772-0201) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________April 10, 199_ 2003 as supplemented by a final the prospectus supplement dated __________December 10, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated December 2, 2003, December 8, 2003, December 10, 2003 and December __________ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosFile No. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02148513) pertaining to the Notes (and certain other securities filed by the "Registration Statement") filed Company under the Securities Act of 1933, as amended (the "“Act"”), and as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated ________January 8, 199_ 2008 (the “Basic Prospectus”) as supplemented by a final preliminary prospectus supplement dated __________February 26, 199_ 2009 (the "Final Supplemented “Pricing Prospectus"”), which filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Act, which, pursuant to Form S-3 S-3, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2008 (the “Pricing Exchange Act Document”), and a prospectus supplement dated February 26, 2009 (together with the Basic Prospectus, the Quarterly Reports on Form 10-Q “Final Supplemented Prospectus”), filed by the Company pursuant to Rule 424(b) of the Company for rules and regulations of the quarters ended ____________ Commission under the Act, which, pursuant to Form S-3, incorporates by reference the Pricing Exchange Act Document and the Current Reports Report on Form 8-K of the Company dated __________ February 26, 2009 (the "“Exchange Act Documents"”), each as filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”); and the Indenture. We have also examined the free writing prospectus prepared by the Company and filed with the Commission on February 26, 2009 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III to the Underwriting Agreement, taken together, are collectively referred to as the “Pricing Disclosure Package.” In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "“Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. .” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Purchase Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 33333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0261845) pertaining to the Notes Preferred Stock (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _________, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms To the best of our knowledge, there are no contracts or other instruments or documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus which are not otherwise defined herein shall have filed or incorporated by reference or described as required. In passing upon the meanings forms of the Registration Statement and the Prospectus, we necessarily assume the correctness and completeness of the statements made by the Company and the information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, The opinion set forth above is solely for the benefit of the addressees hereof in connection with the Underwriting AgreementAgreement and the transactions contemplated thereunder and may not be quoted or furnished to, or relied upon in any manner by, any other person or utilized for any other purpose without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined the registration statement on Form S-3 (Nos. 333-42033WINTHROP, STIMSON, PUTN▇▇ & ▇OBE▇▇▇-▇▇▇▇▇-▇ [Letterhead of Dors▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated & ▇hitney LLP] [Date] RE: IES UTILITIES INC. $_____________% SENIOR DEBENTURES, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended SERIES _______________________ Ladies and Gentlemen: We have acted as your counsel in connection with the issuance and sale by IES Utilities, 199Inc. (the "Company") to you pursuant to the Underwriting Agreement dated _______________, ("Underwriting Agreement") between the Quarterly Reports Company and you, of $___________ in principal amount of __% Senior Debentures, Series ___ (the "Debentures"), issued under the Company's Indenture, dated as of ________, 1997, to The First National Bank of Chicago, as Trustee (the "Trustee") (the "Indenture"). This opinion is being delivered pursuant to subsection (d) of Section 8 of the Underwriting Agreement. We have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. In rendering our opinions below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies or specimens. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or other) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or other), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied on Form 10-Q certificates of officers of the Company for and of public officials. Certain of our opinions expressed below as to factual matters are qualified as being limited "to the quarters ended best of our knowledge" or by other words to the same or similar effect. Such words, as used herein, mean the information known to ___________, ___________ and the Current Reports on Form 8-K of the Company dated __________ (_, the "Exchange Act Documents"), each as filed under attorneys who have represented you in connection with the Securities Exchange Act of 1934, as amended (transactions contemplated by the "Exchange Act")Underwriting Agreement. In additionrendering such opinions, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such not conducted any independent investigation or consulted with other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date attorneys in our firm with respect to the matters relating to covered thereby. On the Securities Act basis of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such mattersexamination, we are relying on such advise you that, in our opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203319271, ▇▇▇333-▇▇▇▇▇19271-▇▇ 01 and 333-4203319271-02) pertaining to the Notes (the "Registration StatementRegistrati▇▇ ▇▇▇▇▇▇▇▇▇") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________January 10, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1996, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Beggs & Lane and relying as to matters of New York law upon the opinion dated the date ▇▇▇▇d t▇▇ ▇ate hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPDewey Ballantine, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203343895, ▇▇▇-▇▇▇▇▇-▇▇ ▇, ▇▇▇-▇▇▇▇▇-▇▇, and 333-4203343895-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033138503, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-42033138503-02) ), pertaining to the Notes (and certain other securities filed by the "Registration Statement") filed Company under the Securities Act of 1933, as amended (the "“Act"”), and as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated ________January 11, 199_ 2007 (the “Basic Prospectus”) as supplemented by a final preliminary prospectus supplement dated __________March 20, 199_ 2007 (the "Final Supplemented “Pricing Prospectus"”), which filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Act which, pursuant to Form S-3 S-3, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ 2006 and the Current Reports on Form 8-K of the Company dated __________ January 11, 2007, February 5, 2007 and February 20, 2007 (the "“Pricing Exchange Act Documents"”), and a prospectus supplement dated March 20, 2007 (together with the Basic Prospectus, the “Final Supplemented Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, which, pursuant to Form S-3, incorporates by reference the Pricing Exchange Act Documents and the Current Report on Form 8-K of the Company dated March 20, 2007 (the “Exchange Act Documents”), each as filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”); and the Indenture. We have also examined the free writing prospectus prepared by the Company and filed with the Commission on March 20, 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III to the Underwriting Agreement, taken together, are collectively referred to as the “Pricing Disclosure Package.” In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "“Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. .” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Southern Co)
thereof. All capitalized terms of the Credit Agreement is hereby amended by deleting the proviso appearing in subsection (iii) thereof and inserting in lieu thereof the following: "provided that loans, advances and capital contributions after the -------- Closing Date to Non-filed Subsidiaries made from the proceeds of Loans plus Letters of Credit issued for the exclusive benefit of Non-filed ---- Subsidiaries shall not otherwise defined herein exceed $125,000,000 at any one time outstanding, of which not more than $100,000,000 shall be from the proceeds of Loans." Annex A to the Credit Agreement is hereby replaced in its entirety by Annex A hereto. The Credit Agreement is hereby further amended by including a new Exhibit D thereto in the form of Exhibit D hereto. This Amendment shall not become effective until the date (the "Effective --------- Date") on which this Amendment shall have been executed by the meanings Borrower, the ---- Guarantors and Banks representing the Required Banks, and the Agent shall have received evidence satisfactory to it of such execution. Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed. The Borrower agrees that its obligations set forth in Section 10.05 of the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining Credit Agreement shall extend to the Notes preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of special counsel to the Agent. This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the "Registration Statement"Credit Agreement or any of the instruments or agreements referred to therein or (b) filed to prejudice any right or rights which the Agent or the Banks may now have or have in the future under or in connection with the Securities Act Credit Agreement or any of 1933the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as amended (modified by this Amendment. This Amendment may be executed in any number of counterparts and by the "Act")different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. This Amendment shall be governed by, and construed in accordance with, the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K laws of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters State of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:York.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Armstrong World Industries Inc)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining ▇▇ ▇▇▇ ▇▇▇-▇▇ an▇ ▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes ▇▇▇er securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ tha▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ 333-_____ and 333-42033-02333-______ ) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇▇▇"), ▇▇▇▇d the date hereof and addressed to you and as t▇ ▇▇▇ matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, th▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes and certain ot▇▇▇ ▇▇▇▇▇▇▇▇es (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________April 24, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ April 21, 2003 and April 24, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Mississippi and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP and relying as to matters of New York law upon th▇ ▇▇▇nio▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, ▇▇▇333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Pre▇▇▇▇▇-▇ ▇▇▇▇▇ and 333-42033-02) pertaining to the Notes (the t▇▇ "Registration ▇▇▇▇▇▇▇▇▇ion Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated _____February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003 and _____ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02____________________________) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ___________, 199_ 2001 as supplemented by a final the prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Purchase Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 33333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0261845) pertaining to the Notes Preferred Stock (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, ▇▇▇-▇▇▇▇▇-▇▇ ▇, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement, as amended, on Form S-3 (Nos. 333-42033________, ▇▇▇-▇▇▇▇▇-▇▇ _________, ________ and 333-42033-02________) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus Prospectus, dated ________December 4, 199_ 1998, as supplemented by a final prospectus supplement dated ________February __, 199_ 1999 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, the Indenture, the Guarantee Agreement, the Auction Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". ." We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, and as to matters of Delaware law upon the opin▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPrendered to you by Richards, Layton & Finger P.A., that:
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thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 333-53299-01, 333-53299-02 and 333-53299-03) pertain▇▇▇ ▇▇ ▇▇▇ ▇ot▇▇ (▇▇▇ "▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration istration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by and addre▇▇▇▇▇▇ to ▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, thatt:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 333-532▇▇-▇▇, ▇▇▇-▇▇▇32▇▇-▇▇ and 333▇▇▇ ▇▇3-4203353299-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion dated the date hereof rendered to you by of Balch & ▇▇▇▇ham ▇▇▇▇ , ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated ated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertainin▇ ▇▇ ▇▇▇ ▇▇▇-▇s (▇▇▇ "▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration ▇ation Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by ▇▇▇▇▇▇and addressed ▇▇ ▇▇u t▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Troutman Sanders LLP ▇▇ ▇▇▇ ▇▇f ▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date ate with respect to matters relating to the Securities Act of 1933Act, as amended; the Securities Exchange Act of 1934Act, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇Troutman Sanders LLP, ▇▇▇ ▇▇▇▇y▇▇▇ LLP, and relying as ▇▇ to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating to re▇▇▇▇▇▇ ▇o ▇▇▇ ▇▇t, the Securities Act of 1933Exchange Act, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP, and relying as to matters of New York law upon the opinion dated upo▇ ▇▇▇ ▇▇i▇▇▇▇ ▇▇ted the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining to the N▇▇▇-▇ (▇▇▇ "▇▇gi▇▇▇▇▇-▇▇▇ and 333-42033-02) pertaining to the Notes (the ▇▇▇▇ement"Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by tha▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated ___________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Trust Agreement, the Indenture, the Guarantee Agreement, the Remarketing Agreement, the Underwriting Agreement and the Calculation Agent Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇ ▇ ▇▇r▇ ▇▇ ▇▇ich is attached as Schedule III to the Underwriting Agreement, and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof and addre▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPa form of which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, ▇▇▇333-72784-01 and 333-72784-02) per▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the ▇▇ ▇he Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying a▇ ▇▇▇▇▇ mat▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating to the Securities rel▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇urities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP, and relying as to matters of New York law upon the opinion dated ▇▇▇ ▇▇▇n▇▇▇ ▇▇▇ed the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of ▇▇▇▇▇ & ▇▇▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ & Lane"), dated the date hereof rendered and addressed to you and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333Nos.333-4203375193, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203375193-02) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________, 199_______ as supplemented by a final the prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Maine, Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Regis▇▇▇▇▇ Li▇▇▇▇d Liability Partnership ("Beggs & Lane"), and r▇▇▇▇▇▇g a▇ ▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇333-▇▇▇▇▇104449-▇▇ 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementReg▇▇▇▇▇▇▇▇▇ ▇▇▇tement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________September 5, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003 and June 30, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July 10, 2003 and September __________ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Troutman Sanders LLP and relying as to matters of New York law upon the opinion dated upo▇ ▇▇▇ ▇▇i▇▇▇▇ ▇▇ted the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized Capitalized terms used but not otherwise defined herein shall have the meanings set forth meaning ascribed thereto in the Underwriting Security and Pledge Agreement (the "Security and Pledge Agreement"), dated the date hereof, by and between you, as collateral agent (the "Collateral Agent"), and ourselves. In rendering We confirm that (i) we have read Sections 4.10 and 10.08 of the opinions expressed belowOld Indenture and Section 18.17 of the Old Pledge Agreement, (ii) we have examined the registration statement on Form S-3 other provisions of the Old Indenture and the Old Pledge Agreement applicable to or in connection with the release of the Liens (Nos. 333-42033as defined in the Old Indenture) upon the Pledged Collateral (as defined in the Old Pledge Agreement), ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02(iii) pertaining in our opinion, we have made such examination or investigation as is necessary to enable us to express an informed opinion as to whether the conditions to the Notes release of such Liens have been satisfied and (iv) in our opinion, the "Registration Statement"Obligations (as defined in the Old Indenture) filed of the Pledgor under the Securities Act Old Indenture and the Old Debentures have been paid in full and satisfied and all conditions to the release of 1933such Liens have been satisfied. Accordingly, you are hereby irrevocably instructed in your capacity as amended Old Trustee to deliver to the Old Collateral Agent a certificate stating that such Obligations have been paid in full and instructing the Old Collateral Agent to execute, deliver, acknowledge and file such instruments of termination, satisfaction or release (including, without limitation, any termination statements) as the "Act")Collateral Agent may direct in order to evidence the release of all Pledged Collateral permitted to be released pursuant to the Old Indenture, and to deliver or cause to be delivered to the prospectus dated ________Collateral Agent all certificates or instruments representing, 199_ as supplemented evidencing or comprising the Pledged Collateral to be held by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which it pursuant to Form S-3 incorporates the Security and Pledge Agreement, accompanied by reference duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Annual Report on Form 10-K Collateral Agent. These instructions may not be countermanded or varied without the prior written consent of Marine Midland Bank, in its capacity as Trustee under the Company for the fiscal year ended Senior Debenture Indenture. By:__________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended __________ [name] [title] By:_____________________________ [name] [title] ANNEX C [Form of Old Collateral Agent's Confirmation] Finlay Enterprises, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Secretary and Corporate Counsel Ladies and Gentlemen: Reference is made to your Officers' Certificate, dated the Current Reports on Form 8-K of date hereof. Capitalized terms used but not defined herein shall have the Company dated meaning ascribed thereto therein. We hereby confirm that all fees and expenses owing to us in our capacity as Old Collateral Agent have been paid. By: MARINE MIDLAND BANK By:_______________________ (the "Exchange Act Documents")[name] [title] ANNEX D [Form of Collateral Agent's Acknowledgment] Finlay Enterprises, each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: [ ] ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC c/▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ LLP▇▇▇▇, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP[date] Ladies and Gentlemen: We refer to the Security and Pledge Agreement, thatdated the date hereof, by and between Finlay Enterprises, Inc. and ourselves (the "Security and Pledge Agreement"). Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Security and Pledge Agreement. We hereby confirm that the certificates and instruments set forth on Schedule I hereto evidencing, representing or comprising the Pledged Collateral, accompanied, in each case, by duly executed instruments of transfer or assignment in blank, have been delivered to us, in our capacity as Collateral Agent, by Marine Midland Bank, in its capacity as Old Collateral Agent. By: MARINE MIDLAND BANK By:_______________________ [name] [title] SCHEDULE I PLEDGED SHARES Number of Pledged Share Certificate Percentage of Issuer Shares Number Outstanding ------ ------------------ ----------------- ------------- Finlay Fine Jewelry 1000 1 100.000% Corporation PLEDGED NOTES Original Principal Maker of Note Payee of Note Final Maturity Amount ------------- ------------- -------------- ------------------ EXHIBIT C [FORM OF TRADE NAME LICENSE AGREEMENT] Trade Name License Agreement (this "Agreement"), dated as of ____________, ________, between [_____________], a corporation organized and existing under the laws of [state] (the "Licensor"), and [____________], a corporation organized and existing under the laws of [state] (the "Licensee").
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 33333- 64125 and 33-42033, ▇▇▇64125-▇▇▇▇▇-▇▇ and 333-42033-0201) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1996 filed with the Securities and Exchange Commission on ________ ___, 199_ 1996 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, and relying general counsel for the Company, as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPand as to matters of Delaware law upon the opinion dated hereof rendered to you by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange ▇▇▇▇▇▇ Brothers Inc. January __, 1996 Page 2 Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Alabama upon the opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and which are governed by or dependent upon the laws of State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP LLP, and as to you of even date with respect to all matters relating to covered hereby which are governed by or dependent upon the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations laws of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are State of the opinion, relying as to matters of Georgia law and the federal law of the United States Delaware upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of ▇▇▇▇▇ & ▇▇▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ & ▇▇▇▇"), dated the date hereof rendered and addressed to you and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 333-104449-01 and 333-▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02▇) pertaining ▇ertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003, as supplemented by a final prospectus supplement dated __________July 14, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated __________ March 21, 2003 and July 10, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Maine, Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Regis▇▇▇▇▇ Li▇▇▇▇d Liability Partnership ("Beggs & Lane"), and r▇▇▇▇▇▇g a▇ ▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
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thereof. All capitalized terms not otherwise defined herein shall have Our opinions expressed above are limited to the meanings laws of the States of Iowa and New York and the federal laws of the United States of America. The opinion set forth above is solely for the benefit of the addressees of this letter and may not be relied upon in the Underwriting Agreementany manner by, nor may copies be delivered to, any other person without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined the registration statement on Form S-3 (Nos. 333-42033, DORSEY & WHITNEY LLP [Letterhead of Dors▇▇ & ▇hit▇▇▇ ▇▇▇-▇▇▇▇▇-▇▇ ] [Date] Re: IES Utilities Inc. $ % Subordinated Debentures, Series Ladies and 333-42033-02) pertaining Gentlemen: This letter relates to the Notes (the "Registration Statement") filed registration under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K offering of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended __$__________ and in aggregate principal amount of ___% Subordinated Debentures, Series ____ (the Current Reports on Form 8-K "Debentures") of IES Utilities Inc., an Iowa corporation (the "Company"). The registration statements of the Company on Form S-3 (File Nos. 33-62259 and 333-_____) (collectively, the "Registration Statement") was filed in accordance with procedures of the Securities and Exchange Commission (the "Commission") permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Debentures have been offered by the Prospectus dated __________ (the "Exchange Act DocumentsProspectus"), each as filed under supplemented by the Securities Exchange Act of 1934, as amended Prospectus Supplement dated __________ (the "Exchange ActProspectus Supplement"), which updates or supplements certain information contained in the Prospectus. The Prospectus, as so supplemented, does not necessarily contain a current description of the Company's business and affairs since, pursuant to form S-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. In additionaccordance with our understanding with you as to the scope of our services under the circumstances applicable to the offering of the Debentures, we have examinedreviewed the Registration Statement, the Prospectus and the Prospectus Supplement, participated in the discussions with your representatives and those of the Company, its counsel and its independent public accountants and advised you as to the requirements of the Act and the applicable rules and regulations thereunder. Between the date of the Prospectus Supplement and the date of delivery of this letter, we participated in further discussions with your representatives and those of the Company, its counsel and its independent public accountants regarding the contents of certain portions of the Prospectus and the Prospectus Supplement and certain related matters, and have relied reviewed certificates of certain officers of the Company, opinions addressed to you from counsel to the Company and letters addressed to you from independent public accountants of the Company. On the basis of the information that was reviewed by us in the course of the performance of the services referred to above, in our opinion (i) the Registration Statement, as of its effective date, and the Prospectus, as supplemented by the Prospectus Supplement as of the date of the Prospectus Supplement, complied as to matters form in all material respects with the requirements of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), Act and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the respective, applicable rules and regulations thereunder (except that we express no opinion as to financial statements and financial or statistical data contained therein or as to the Form T-1 filed as an Exhibit to the Registration Statement) (ii) the summaries of the Commission terms of the Indenture (as such term is defined in the Prospectus) and the Debentures contained in the Registration Statement, the Prospectus and the Prospectus Supplement fairly describe in all material respects the provisions thereof required to be described in the Registration Statement. Further, nothing that came to our attention in the course of such review has caused us to believe that the Registration Statement, on such effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under said Acts which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in expressing the opinions stated hereinregistration process are such, with respect to such mattershowever, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Prospectus Supplement. Also, we are relying on such opinion. Based upon the foregoing, and subject do not express any opinion or belief as to the qualifications and limitations stated hereinfinancial statements or other financial data contained in the Registration Statement, we are the Prospectus or the Prospectus Supplement, or as to the statement of the opinion, relying as to matters of Georgia law eligibility and the federal law qualification of the United States upon Trustee under the opinion dated Indenture under which the date hereof rendered Debentures are being issued. This letter is furnished by us as counsel to you by solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORSEY & WHITNEY LLP EXHIBIT D Pursuant to subsection (e) of Section 8 of the Underwriting Agreement, Arthur Andersen LLP shall furnish a letter to the Representative to ▇▇▇ ▇▇f▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, thatt:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-42033104449-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated __________July 10, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July ___, 2003 and July _______ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Maine, Florida and Mississippi upon the opinion of ▇▇▇▇▇ & ▇▇▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ & Lane"), dated the date hereof rendered and addressed to you and as to all matters covered hereby which are governed by or dependent upon the law of the State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203375193, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203375193-02) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2000, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203319271, ▇▇▇333-▇▇▇▇▇19271-▇▇ 01 and 333-4203319271-02) pertaining to the Notes (the "Registration StatementRegistrati▇▇ ▇▇▇▇▇▇▇▇▇") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________January 10, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1996, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Beggs & Lane dated the date hereof rendered and addressed to you by and as to all m▇▇▇▇▇▇▇▇ s c▇▇▇▇▇▇▇ LLP, and relying as to matters ed hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes and certain ot▇▇▇ ▇▇▇▇▇▇▇▇es (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________April 24, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ April 21, 2003 and April 24, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating to the Securities rela▇▇▇▇ ▇▇ t▇▇ ▇▇▇▇rities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining ▇▇ ▇▇▇ ▇▇▇-▇▇ an▇ ▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes ▇▇▇er securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying as to matters of New York ▇▇▇ ▇pon ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ inion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203343895, ▇▇▇333-▇▇▇▇▇43895-▇▇ 01, 333-43895-02 and 333-4203343895-0203) pertaining to the Notes (the "Registration Re▇▇▇▇▇▇▇▇▇▇ Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 1998, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus")1998, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have The Borrower has further notified the meanings set forth Agent and the Lenders that during the month of April, 2001 it closed sales or other dispositions of (i) Real Property, all the Net Proceeds of which, were applied to the reduction of the Tranche B Loan as required by the provisions of Section 4.3(e) of the Credit Agreement in the Underwriting amount of $1,846,910.15 (the "Realty Net Proceeds") and (ii) computer equipment, all the Net Proceeds of which were also applied to the reduction of the Tranche B Loan, notwithstanding the provisions of Section 2.13(b) of the Credit Agreement, in the amount of $1,008,372.41 (the "Computer Net Proceeds") (the Realty Net Proceeds and the Computer Net Proceeds aggregating $2,855,282.56 are referred to collectively as the "April Net Proceeds"). In rendering The Borrower has requested of the opinions expressed belowAgent and the Lenders, we have examined notwithstanding the registration statement on Form S-3 requirements of Sections 4.3(e) and 2.13(b) of the Credit Agreement, that the amount of April Net Proceeds be reversed out from having been applied to the reduction of the Tranche B Loan and instead be applied to the reduction of the principal balance of the Tranche A Loan (Noswithout reducing the Tranche A Commitment). 333-42033The Borrower has further requested a waiver of the requirements of Section 4.2 of the Credit Agreement for the sole purpose of allowing the voluntary prepayment of the Tranche A Loan requested above by the amount of April Net Proceeds, ▇▇▇-notwithstanding such section requiring prepayments to be in an amount of $1,000,000 or an integral multiple thereof. The hereinabove requested waivers together with the Computer Sales Waiver are hereinafter referred to collectively as the "Requested Waivers". The Agent and the Lenders hereby grant the Requested Waivers. The Requested Waivers are effective only to the extent specifically stated above and are limited as specified herein. Except as expressly stated herein, the Requested Waivers shall not be construed as a consent to or waiver of any Default which may now exist or hereafter occur or any violation of any term, covenant or provision of the Credit Agreement or any other Loan Document. All rights and remedies of the Lenders and the Agent are hereby expressly reserved with respect to any Default. The Requested Waivers do not affect or diminish the right of the Agent and the Lenders to require strict performance by the Borrower and each Guarantor of each provision of any Loan Document to which it is a party, except as expressly provided herein. All terms and provisions of, and all rights and remedies of the Agent and the Lenders under, the Loan Documents shall continue in full force and effect and are hereby confirmed and ratified in all respects. IN ADDITION, TO INDUCE THE AGENT, THE LENDERS AND THE ISSUING BANK TO AGREE TO THE REQUESTED WAI▇▇▇▇, ▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, thatORROWER AND EACH GUARANTOR REPRESENT AND WARRANT THAT AS OF THE DATE OF THEIR EXECUTION OF THIS LETTER AGREEMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH EACH OF THEM:
Appears in 1 contract
Sources: Credit Agreement (Ezcorp Inc)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, ▇▇▇333-100721-01, 333-100721-02 and 333-100721-03) pe▇▇▇▇▇-▇▇▇ and 333-42033-02) pertaining to the Notes ▇▇ ▇he ▇▇▇▇▇ (the ▇▇▇ "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________May 1, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying as to matters of ▇▇▇ ▇ork ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, ▇333-100721-01, 333-100721-02 and 3▇▇-▇▇▇▇▇▇-▇▇) p▇▇▇▇▇▇▇▇▇ and 333-42033-02) pertaining to ▇▇ the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated ________March __, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by dat▇ ▇▇▇▇▇eof ▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered dressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02, and 333-100721-03) pertaining ▇▇ ▇▇▇ ▇▇▇-▇▇ (t▇▇ "▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration ▇▇▇ion Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying as to matters of New York l▇▇ ▇▇on ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ nion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇333-▇▇▇▇▇53299-▇▇ 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated th▇ ▇▇▇nio▇ ▇▇▇▇▇ the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement on Form S-3 (Nos. 333-4203365178, 333-65178-01, 333-65178-02 and 333-65178-03) pertaining to the N▇▇▇-▇ (▇▇▇ "▇eg▇▇▇▇▇-▇▇▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement▇▇atement") filed under the Securities Act of 1933, as amended (the "Act"), ) and the related prospectus dated ___________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ___________________ and the Current Reports on Form 8-K of the Company dated ___________________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇333-▇▇▇▇▇104449-▇▇ 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementRegistr▇▇▇▇▇ ▇▇▇▇▇▇▇nt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated ________April __, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2003 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated April __________ , 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Maine, Florida and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Mississippi law upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Lan▇"), and ▇▇▇ying as to matters of New York law upon the opi▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 333-104449-01 and 333-▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02▇) pertaining ▇ertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003, as supplemented by a final prospectus supplement dated __________July 14, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated __________ March 21, 2003 and July 10, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of Georgia law the States of Maine, Florida and Mississippi upon the federal opinion of Beggs & Lane, a Regis▇▇▇▇▇ Li▇▇▇▇d Liability Partnership ("Beggs & Lane"), dated ▇▇▇ dat▇ ▇▇reof and addressed to you and as to all matters covered hereby which are governed by or dependent upon the law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by ▇▇▇of Troutman Sanders LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇e ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein The 2017 Incremental Term B Lender, the Borrower and the Administrative Agent acknowledge and agree that the 2017 Incremental Term B Loans provided pursuant to this Agreement shall have the meanings set forth constitute an increase in the Underwriting AgreementTranche of Term B Loans and shall be identical to the Term B Loans outstanding under the Credit Agreement immediately prior to the funding of the 2017 Incremental Term B Loans (such existing Term B Loans, the “Existing Term B Loans”) and the parties hereto intend to treat the 2017 Incremental Term B Loans and the Existing Term B Loans as fungible for U.S. federal income tax purposes. In rendering accordance with Section 2.15(c) of the opinions expressed belowCredit Agreement, we have examined the registration statement on Form S-3 2017 Incremental Term B Loans shall initially take the form of a pro rata increase in each outstanding Borrowing of Existing Term B Loans. The 2017 Incremental Term B Lender (Nos. 333-42033i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, ▇▇▇-▇▇▇▇▇-▇▇ together with copies of the financial statements referred to therein and 333-42033-02) pertaining such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the Notes (the "Registration Statement") filed extent applicable, to become a Lender under the Securities Act of 1933Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as amended it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the "Act"), Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the prospectus dated ________other Credit Documents as are delegated to the Administrative Agent by the terms thereof, 199_ together with such powers as supplemented by a final prospectus supplement dated __________, 199_ are reasonably incidental thereto and (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K iv) agrees that it will perform in accordance with their terms all of the Company for obligations which by the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q terms of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Credit Agreement are herein referred required to be performed by it as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:a Lender.
Appears in 1 contract
Sources: Incremental Term Loan Commitment Agreement (Vertiv Holdings Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 103772 and 333-42033103772-0201) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________April 10, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________December 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 and the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated __________ December 2, 2003, December 8, 2003, December 10, 2003 and December 11, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Florida and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Mississippi law upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇▇▇"), ▇▇▇ relying as to matters of New York law upon the ▇▇▇▇▇▇▇▇▇▇ on dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-42033104449-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________July 10, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July __, 2003 and July ________ , ▇▇▇▇ (the ▇▇▇ "Exchange Act ▇▇▇▇▇▇▇▇ ▇▇▇ Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-42033104449-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated __________July 10, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July ___, 2003 and July _______ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Maine, Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ & ▇▇▇▇ ▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ LLP& Lane"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ & ▇▇▇▇ ▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ LLP& Lane"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203340629-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have Our opinions expressed above are limited to the meanings laws of the States of Iowa and New York and the federal laws of the United States of America. The opinion set forth above is solely for the benefit of the addressees of this letter and may not be relied upon in the Underwriting Agreementany manner by, nor may copies be delivered to, any other person without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined the registration statement on Form S-3 (Nos. 333-42033, DORS▇▇ & ▇HIT▇▇▇-▇ ▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated [Date] RE: IES UTILITIES INC. $_____________% SENIOR DEBENTURES, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended SERIES __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended _____ Ladies and Gentlemen: This letter relates to the registration under the Securities Act of 1933, as amended (the "Act"), and offering of $__________ and in aggregate principal amount of ___% Senior Debentures, Series ____ (the Current Reports on Form 8-K "Debentures") of IES Utilities Inc., an Iowa corporation (the "Company"). The registration statements of the Company on Form S-3 (File Nos. 33-62259 and 333-29391) (collectively, the "Registration Statement") was filed in accordance with procedures of the Securities and Exchange Commission (the "Commission") permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Debentures have been offered by the Prospectus dated __________ (the "Exchange Act DocumentsProspectus"), each as filed under supplemented by the Securities Exchange Act of 1934, as amended Prospectus Supplement dated __________ (the "Exchange ActProspectus Supplement"), which updates or supplements certain information contained in the Prospectus. The Prospectus, as so supplemented, does not necessarily contain a current description of the Company's business and affairs since, pursuant to form S-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. In additionaccordance with our understanding with you as to the scope of our services under the circumstances applicable to the offering of the Debentures, we have examinedreviewed the Registration Statement, the Prospectus and the Prospectus Supplement, participated in the discussions with your representatives and those of the Company, its counsel and its independent public accountants and advised you as to the requirements of the Act and the applicable rules and regulations thereunder. Between the date of the Prospectus Supplement and the date of delivery of this letter, we participated in further discussions with your representatives and those of the Company, its counsel and its independent public accountants regarding the contents of certain portions of the Prospectus and the Prospectus Supplement and certain related matters, and have relied reviewed certificates of certain officers of the Company, opinions addressed to you from counsel to the Company and letters addressed to you from independent public accountants of the Company. On the basis of the information that was reviewed by us in the course of the performance of the services referred to above, in our opinion (i) the Registration Statement, as of its effective date, and the Prospectus, as supplemented by the Prospectus Supplement as of the date of the Prospectus Supplement, complied as to matters form in all material respects with the requirements of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), Act and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the respective, applicable rules and regulations thereunder (except that we express no opinion as to financial statements and financial or statistical data contained therein or as to the Form T-1 filed as an Exhibit to the Registration Statement) (ii) the summaries of the Commission under said Acts terms of the Indenture (as such term is defined in the Prospectus) and the Debentures contained in expressing the opinions Registration Statement, the Prospectus and the Prospectus Supplement fairly describe in all material respects the provisions thereof required to be described in the Registration Statement. Further, nothing that came to our attention in the course of such review has caused us to believe that the Registration Statement, on such effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated hereintherein or necessary to make the statements therein not misleading, with respect to such mattersor that the Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date and time of delivery The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Prospectus Supplement. Also, we are relying on such opinion. Based upon the foregoing, and subject do not express any opinion or belief as to the qualifications and limitations stated hereinfinancial statements or other financial data contained in the Registration Statement, we are the Prospectus or the Prospectus Supplement, or as to the statement of the opinion, relying as to matters of Georgia law eligibility and the federal law qualification of the United States upon Trustee under the opinion dated Indenture under which the date hereof rendered Debentures are being issued. This letter is furnished by us as counsel to you by solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORS▇▇ & ▇HIT▇▇▇ ▇▇▇ Pursuant to subsection (e) of Section 8 of the Underwriting Agreement, Arth▇▇ ▇▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as shall furnish a letter to matters of New York law upon the opinion dated Representative to the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, effect that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. Nos.333-75193, 333-42033, ▇▇▇75193-▇▇▇▇▇-▇▇ 01 and 333-4203375193-02) pertaining to the Notes and ce▇▇▇▇▇ ▇▇▇▇▇ securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________, 199_______ as supplemented by a final the prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033110950, ▇▇▇333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Pre▇▇▇▇▇-▇ ▇▇▇▇▇ and 333-42033-02) pertaining to the Notes (the t▇▇ "Registration ▇▇▇▇▇▇▇▇▇ion Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003, as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated _____February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003 and _____ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by and a ▇▇▇▇ of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying s attached as Schedule I-A to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPUnderwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you you, as to ▇▇▇ mat▇▇▇▇ ▇▇vered hereby which are governed by or dependent upon the laws of the State of Alabama upon the opinion of Troutman Sanders LLP dated the date hereof and addressed to you, and ▇▇ ▇▇ ▇▇l ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters s covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger P.A., dated the date hereof rendered to you by ▇▇and addressed t▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ LLPof which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegis▇▇▇▇▇▇▇ ▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2000 as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199___ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating r▇▇▇▇▇▇▇ to the Securities ▇▇▇ ▇▇curities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 333-532▇▇-▇▇, ▇▇▇-▇▇▇32▇▇-▇▇ and 333▇▇▇ ▇▇3-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Balch & ▇▇▇▇ham ▇▇▇▇ , ▇▇▇▇▇▇▇ LLP, and nd relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇Dewey B▇▇▇▇▇▇▇▇▇ LLP▇▇▇, that▇hat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇333-▇▇▇▇▇40629-▇▇ 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the th▇ "Registration Statement▇▇▇▇▇▇▇▇▇io▇ ▇▇▇▇▇▇▇▇▇") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by and as to ▇▇▇▇▇ mat▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters vered hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203375193, ▇▇▇333-▇▇▇▇▇75193-▇▇ 01 and 333-4203375193-02) pertaining to the Notes (the "Registration StatementRegi▇▇▇▇▇▇▇▇ ▇▇atement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2000, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by tha▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203359942, ▇▇▇333-▇▇▇▇▇59942-▇▇ 01 and 333-4203359942-02) pertaining to the Notes (the "Registration StatementReg▇▇▇▇▇▇▇▇▇ ▇▇atement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________June 1, 199_ 2001 as supplemented by a final prospectus supplement dated __________March 21, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Maine, Florida and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Mississippi law upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇ne"), ▇nd relying as to matters of New York law upon t▇▇ ▇▇▇▇▇▇▇▇ini▇▇ ▇ated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegis▇▇▇▇▇▇▇ ▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2000 as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _____________, _____, 199__ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Mississippi and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by ▇▇▇▇Eaton and Cottrell, P.A. and relying as to matters of New York la▇ ▇▇▇n the ▇▇▇▇▇▇▇ dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-33- ▇▇▇▇▇-▇▇ and 333-42033-02Brothers Inc. _______________, 1995 Page 2 _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Alabama upon the opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and which are governed by or dependent upon the laws of State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP LLP, and as to you of even date with respect to all matters relating to covered hereby which are governed by or dependent upon the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations laws of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are State of the opinion, relying as to matters of Georgia law and the federal law of the United States Delaware upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, that:
Appears in 1 contract
Sources: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, ▇▇▇333-▇▇▇▇▇72784-▇▇ 01 and 333-4203372784-02) pertaining to the Notes (the "Registration StatementRegistra▇▇▇▇ ▇▇▇▇▇▇▇nt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated t▇▇ ▇▇ini▇▇ ▇▇▇▇d the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇333-▇▇▇▇▇53299-▇▇ 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have Our opinions expressed above are limited to the meanings laws of the States of Iowa and New York and the federal laws of the United States of America. The opinion set forth above is solely for the benefit of the addressees of this letter and may not be relied upon in the Underwriting Agreementany manner by, nor may copies be delivered to, any other person without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined DORS▇▇ & ▇HIT▇▇▇ ▇▇▇ [Letterhead of Dors▇▇ & ▇hitney LLP] [Date] Re: IES Utilities Inc. $ % Subordinated Debentures, Series Ladies and Gentlemen: This letter relates to the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K offering of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended __$__________ and in aggregate principal amount of ___% Subordinated Debentures, Series ____ (the Current Reports on Form 8-K "Debentures") of IES Utilities Inc., an Iowa corporation (the "Company"). The registration statements of the Company on Form S-3 (File Nos. 33-62259 and 333-_____) (collectively, the "Registration Statement") was filed in accordance with procedures of the Securities and Exchange Commission (the "Commission") permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Debentures have been offered by the Prospectus dated __________ (the "Exchange Act DocumentsProspectus"), each as filed under supplemented by the Securities Exchange Act of 1934, as amended Prospectus Supplement dated __________ (the "Exchange ActProspectus Supplement"), which updates or supplements certain information contained in the Prospectus. The Prospectus, as so supplemented, does not necessarily contain a current description of the Company's business and affairs since, pursuant to form S-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. In additionaccordance with our understanding with you as to the scope of our services under the circumstances applicable to the offering of the Debentures, we have examinedreviewed the Registration Statement, the Prospectus and the Prospectus Supplement, participated in the discussions with your representatives and those of the Company, its counsel and its independent public accountants and advised you as to the requirements of the Act and the applicable rules and regulations thereunder. Between the date of the Prospectus Supplement and the date of delivery of this letter, we participated in further discussions with your representatives and those of the Company, its counsel and its independent public accountants regarding the contents of certain portions of the Prospectus and the Prospectus Supplement and certain related matters, and have relied reviewed certificates of certain officers of the Company, opinions addressed to you from counsel to the Company and letters addressed to you from independent public accountants of the Company. On the basis of the information that was reviewed by us in the course of the performance of the services referred to above, in our opinion (i) the Registration Statement, as of its effective date, and the Prospectus, as supplemented by the Prospectus Supplement as of the date of the Prospectus Supplement, complied as to matters form in all material respects with the requirements of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), Act and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the respective, applicable rules and regulations thereunder (except that we express no opinion as to financial statements and financial or statistical data contained therein or as to the Form T-1 filed as an Exhibit to the Registration Statement) (ii) the summaries of the Commission terms of the Indenture (as such term is defined in the Prospectus) and the Debentures contained in the Registration Statement, the Prospectus and the Prospectus Supplement fairly describe in all material respects the provisions thereof required to be described in the Registration Statement. Further, nothing that came to our attention in the course of such review has caused us to believe that the Registration Statement, on such effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under said Acts which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in expressing the opinions stated hereinregistration process are such, with respect to such mattershowever, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Prospectus Supplement. Also, we are relying on such opinion. Based upon the foregoing, and subject do not express any opinion or belief as to the qualifications and limitations stated hereinfinancial statements or other financial data contained in the Registration Statement, we are the Prospectus or the Prospectus Supplement, or as to the statement of the opinion, relying as to matters of Georgia law eligibility and the federal law qualification of the United States upon Trustee under the opinion dated Indenture under which the date hereof rendered Debentures are being issued. This letter is furnished by us as counsel to you by solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORS▇▇ & ▇HIT▇▇▇ ▇▇▇ 11 EXHIBIT D Pursuant to subsection (e) of Section 8 of the Underwriting Agreement, Arth▇▇ ▇▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as shall furnish a letter to matters of New York law upon the opinion dated Representative to the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, effect that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 115381 and 333-42033115381-02) 01), pertaining to the Notes Preferred Stock and certain other securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2004, as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2003, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2004 and the Current Reports on Form 8-K of the Company dated _May 7, 2004, May 18, 2004 and _________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion opinions of Troutman Sanders LLP and Bouhan, Williams & Levy LLP dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇n▇ ▇▇▇▇▇ssed to y▇▇ ▇▇▇ f▇▇▇▇ LLP▇▇ whi▇▇ ▇re attached as Schedule I-A and Schedule I-B to the Underwriting Agreement, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining to the No▇▇▇ (▇▇▇ "▇▇▇-is▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the ▇▇▇▇▇ment"Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________November 14, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated __________ February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003 and November 14, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇333-▇▇▇▇▇40629-▇▇ 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP and relying as to matters of New York law upon the ▇▇▇▇ion ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, ▇▇▇333-▇▇▇▇▇72784-▇▇ 01 and 333-4203372784-02) pertaining to the Notes (the "Registration StatementRegistra▇▇▇▇ ▇▇▇▇▇▇▇nt") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203367453-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 4, 199_ 1998 as supplemented by a final prospectus supplement dated _________ __, 199_ 1999 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1998, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1999 and June 30, 1999 and the Current Reports on Form 8-K of the Company dated __________ February 10, 1999, February 18, 1999, May 19, 1999 and August 13, 1999 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 46171 and 333-4203346171-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________ _, 199_ 1998, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered to you by ▇▇▇▇▇▇and addressed ▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & L▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP"), and relying as to matters of New York law upon the opinion dated o▇▇▇▇▇n d▇▇▇▇ the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 57886 and 333-4203357886-0201) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ______April 30, 2001 as supplemented by the prospectus supplement dated November __, 199_ as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2002 and June 30, 2002 and the Current Reports on Form 8-K of the Company dated February 13, 2002, March 28, 2002 and November __________ , 2002 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇Dewe▇ ▇▇▇▇▇▇▇▇▇▇ LLP▇▇▇, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02________________________) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _________________ __, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, and a▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger, dated the date hereof rendered and addressed to you by ▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ LLPich is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 333-532▇▇-▇▇, ▇▇▇-▇▇▇32▇▇-▇▇ and 333▇▇▇ ▇▇3-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇Dewey B▇▇▇▇▇▇▇▇▇ LLP▇▇▇, that▇hat:
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thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertainin▇ ▇▇ ▇▇▇ ▇▇▇-▇s (▇▇▇ "▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration ▇ation Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying as to matters of New Yor▇ ▇▇▇▇ up▇▇ ▇▇▇▇▇▇▇▇▇▇ opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 46171 and 333-4203346171-0201) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________ _, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
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