and Gentlemen. We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 3368 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler XXX, xounsex xxx the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof. Based upon the foregoing, we are of the opinion that the Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2). We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-178965) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein. Very truly yours, CARTER LEDYARD & MXXXXXX XXX
and Gentlemen. We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 1861 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler XXX, xounsex xxx the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof. Based upon the foregoing, we are of the opinion that the Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2). We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-153260) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein. Very truly yours,
and Gentlemen. We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in FT 1156 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios, L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor and The Bank of New York as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler LXX, xxxnsel xxx xxe Depositor, with respect to the matters of law set forth therein. For purposes of this opinion, it is assumed that the assets of the Trust (which we have not examined and express no opinion with respect to) will consist of certain stock in domestic or foreign corporations (the "Stocks") which qualify as equity for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). The Stocks held by the Trust shall be referred to as the "Securities" (including delivery statements relating to contracts for the purchase of certain Securities not yet delivered and cash, cash equivalents or an irrevocable letter or letters of credit, or a combination thereof, in the amount required to pay for such purchases upon the receipt of such Securities). We note that the Trust may hold other assets. We express no opinion as to the effect of holding such other assets on the conclusions reached herein. It is noted that no opinion is expressed herein with regard to the federal tax aspects of the Securities, the Trust, the Units or any interest, gains or losses in respect thereof. The Trustee did not participate in the selection of the Securities to be deposited in the Trust. The duties of the Trustee, which are ministerial in nature, will consist primarily of crediting the appropriate accounts with amounts received by the Trust and with the proceeds from the disposition of Securiti...
Examples of and Gentlemen in a sentence
Ladies and Gentlemen: Having carefully examined all the specifications and requirements of this RFP and any attachments thereto, the undersigned proposes to furnish the products/services required pursuant to the above- referenced RFP upon the terms quoted below.
Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.
New York, New York 10017 Ladies and Gentlemen: We have acted as special tax counsel to JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware (the “Company”), in connection with the preparation and filing of pricing supplement no.
List of contents boxNB: For medicines, they can be put in the Medicine Box, which is separate from the First Aid Box.
Howard StreetSan Francisco, CA 94105 Re: iShares Trust Funds Identified on Exhibit A Ladies and Gentlemen: We have acted as special Delaware counsel for iShares Trust, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein.
More Definitions of and Gentlemen
and Gentlemen. We are acting as counsel for The Bank of New York ("The Bank of New York") in connection with the execution and delivery of a Trust Agreement (the "Trust Agreement") dated today's date (which Trust Agreement incorporates by reference certain Standard Terms and Conditions of Trust dated December 9, 2003, and the same are collectively referred to herein as the "Indenture") among First Trust Portfolios, L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, and The Bank of New York, as Trustee (the "Trustee"), establishing the unit investment trust or trusts included in FT 1061 (each, a "Trust"), and the confirmation by The Bank of New York, as Trustee under the Indenture, that it has registered on the registration books of the Trust the ownership by the Depositor of a number of units constituting the entire interest in the Trust (such aggregate units being herein called "Units"), each of which represents an undivided interest in the respective Trust which consist of the securities listed in the Schedule to the Trust Agreement (including, confirmations of contracts for the purchase of certain securities not delivered and cash, cash equivalents or an irrevocable letter of credit or a combination thereof, in the amount required for such purchase upon the receipt of such securities), herein referred to as the "Securities". We have examined the Indenture, a specimen of the certificates to be issued thereunder (the "Certificates"), the Closing Memorandum dated today's date, and such other documents as we have deemed necessary in order to render this opinion. Based on the foregoing, we are of the opinion that:
and Gentlemen. We have acted as your special counsel in connection with (i) the issuance by Potomac Electric Power Company, a corporation organized and existing under the laws of the District of Columbia and a domestic corporation of the Commonwealth of Virginia (the “Issuer”), of $100,000,000 aggregate principal amount of its First Mortgage Bonds, 4.27% Series due June 15, 2048 (the “Bonds”) to be issued under and secured by the Mortgage and Deed of Trust, dated July 1, 1936 (the “Mortgage and Deed of Trust”), from the Issuer to The Bank of New York Mellon (as successor to The Xxxxx National Bank of Washington, D.C.), as trustee, as amended and supplemented through the date hereof, including pursuant to the Supplemental Indenture, dated as of June 1, 2018 (the “Supplemental Indenture”), and entitled to the benefits thereof, and (ii) the purchase by you pursuant to the Bond Purchase Agreement, dated as of June 8, 2018 (the “Bond Purchase Agreement”), by and among the Issuer and the Purchasers named therein of Bonds in the principal amounts set forth in Schedule A to the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Bond Purchase Agreement. This opinion letter is delivered to you pursuant to Section 4.4(c) of the Bond Purchase Agreement. In rendering the opinions set forth herein, we have examined: (i) the Bond Purchase Agreement; (ii) the Bonds; (iii) the Mortgage and Deed of Trust; (iv) the Supplemental Indenture (the items identified in clauses (i) through (iv) are collectively hereinafter referred to as the “Transaction Documents”); and such other agreements, instruments and documents, and such questions of law as we have deemed necessary or appropriate to enable us to render the opinions expressed below. Additionally, we have examined originals or copies, certified to our satisfaction, of such certificates of public officials and officers of the Issuer, and we have made such inquiries of officers of the Issuer as we have deemed relevant or necessary, as the basis for the opinions set forth herein. As to questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon the representations made in the Bond Purchase Exhibit 4.4(c) (to Bond Purchase Agreement)
and Gentlemen. We have acted as special counsel to First Security Bank, National Association, a national banking association ("First Security"), in connection with the Trust Agreement (Federal Express Corporation Trust No. N667FE), dated as of August 1, 1996, as amended and restated as of October 15, 1996 (the "Trust Agreement"), between First Security and PMCC Leasing Corporation, a Delaware corporation (the "Owner Participant"). Pursuant to the Participation Agreement (Federal Express Corporation Trust No. N667FE), dated as of August 1, 1996, as amended and restated as of October 15, 1996 (the "Participation Agreement"), among Federal Express Corporation, as Lessee, the Owner Participant, Morgan Guaranty Trust Company of Nex Xxxx, Bank of America National Trust & Savings Association, The Chase Manhattan Bank, Commerzbank AG, Atlanta Agency and NationsBank, N.A. (South), as Original Loan Participants, First Security, not in its individual capacity except as otherwise expressly set forth therein but solely as Owner Trustee (the "Owner Trustee") under the Trust Agreement, State Street Bank and Trust Company, as Indenture Trustee and State Street Bank and Trust Company, as Pass Through Trustee, one Airbus A300F4-605R aircraft bearing U.S. Registration No. N667FE (the "Aircraft") is being refinanced. This opinion is furnished pursuant to Section 4.01(l)(vii) of the Participation Agreement. Capitalized terms used herein and not otherwise defined are used as defined in the Participation Agreement, except that references herein to any instrument shall mean such instrument as in effect on the date hereof. We have examined executed counterparts or copies otherwise identified to our satisfaction of the following documents:
and Gentlemen. We wish to enter into this Shareholder Servicing Agreement with you concerning the provision of support services to your clients and customers ("Customers") who may from time to time beneficially own shares of our common stock ("Shares"). The terms and conditions of this Servicing Agreement are as follows:
and Gentlemen. We have acted as special counsel to First Security Bank, National Association, a national banking association ("First Security"), in connection with the Participation Agreement (Federal Express Corporation Trust No. N674FE), dated as of May 1, 1997 (the "Participation Agreement"), among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as Owner Participant, State Street Bank and Trust Company of Connecticut, National Association, not in its individual capacity, except as otherwise stated, but solely as Owner Trustee, and First Security, not in its individual capacity, except as otherwise stated, but solely as Indenture Trustee, Pass Through Trustee and Subordination Agent. Pursuant to the Participation Agreement, one Airbus A300F4-605R aircraft bearing U.S. Registration No. N674FE (the "Aircraft") is being financed. This opinion is furnished pursuant to Section 4.01(k)(iv) of the Participation Agreement. Capitalized terms used herein and not otherwise defined are used as defined in the Participation Agreement, except that references herein to any instrument shall mean such instrument as in effect on the date hereof. We have examined executed counterparts or copies otherwise identified to our satisfaction of the following documents:
and Gentlemen. We have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement. This opinion is furnished to you pursuant to subsection 4.1(g)(i) of the Credit Agreement. In connection with this opinion, we have examined:
and Gentlemen. We have acted as special counsel to Whitemark Homes Inc. (the "Company"), in connection with the registration of ___________shares (the "Shares") of its common stock with the Securities and Exchange Commission (the "SEC"). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), filed by the Company with the SEC on _________ ___, 2002. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling Stockholders"). This opinion relates solely to the Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth opposite such Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2002. We understand that the Selling Stockholders acquired, the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on the foregoing, it is our opinion that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that Whitemark Homes Inc. Transfer Agent Department may remove the restrictive legends contained on the Shares. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used wit...