Common use of Use of Opinion Clause in Contracts

Use of Opinion. This opinion letter is solely for your benefit in connection with the transaction covered in the first paragraph of this opinion letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without our prior written approval, except that copies of this opinion letter may be furnished to independent auditors and legal counsel in connection with their providing advice regarding such transaction and to appropriate regulatory authorities or pursuant to an order or legal process of any relevant governmental authority and to your permitted successors, assigns and participants, and prospective successors, assigns and participants. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. At your request, we hereby consent to reliance hereon by your successors, permitted assigns or participants pursuant to the Equity Documents, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a successor, assign or participant must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the successor, assign or participant at such time. Very truly yours, Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP SCHEDULE I NRG Investor Google Investor DOE PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, in its capacity as Collateral Agent SCHEDULE II FACTUAL CERTIFICATES SCHEDULE II MATERIAL FINANCING DOCUMENTS