AML/CFT means anti-money laundering and countering the financing of terrorism;
Citigroup means Citigroup Global Markets Inc.
Jersey means the Island of Jersey;
AT&T NORTH CAROLINA means the AT&T owned ILEC doing business in North Carolina.
Ameren Illinois means Ameren Illinois Company d/b/a Ameren Illinois.
the International Bureau means the International Bureau of the World Intellectual Property Organization.
the CE of Skills Funding means the Chief Executive of Skills Funding;
Island means a naturally formed area of land surrounded by water, which is above water at high tide.
Related Bodies Corporate has the meaning given to that term in the Corporations Xxx 0000 (Cth).
AT&T ILLINOIS means the AT&T owned ILEC doing business in Illinois.
AT&T OKLAHOMA means the AT&T owned ILEC doing business in Oklahoma.
First Chicago means The First National Bank of Chicago in its individual capacity, and its successors.
STATE OF ss.: COUNTY OF ) On this ___ day of ________, 19__, before me, a notary public in and for the State of ____________, personally appeared __________ _________, known to me who, being by me duly sworn, did depose and say that he resides at __________________________; that he is the ____________________ of First Union National Bank, a national banking association, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said association. Notary Public [NOTARIAL SEAL]
Midland Midland Loan Services, Inc., a Delaware corporation, or its successor in interest.
Ladies and Gentlemen We have acted as counsel Morgan Stanley S&P 500 Xxxxxx Xxxx ("S&P Select"), and Morgan Stanley S&P 500 Xxxxx Fxxx ("X&P Index") in connection with the proposed transfer of substantially all of the assets of S&P Select to S&P Index and certain other transactions related thereto pursuant to and in accordance with the terms of the Reorganization Agreement (the "Reorganization"). You have requested that we provide an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"), and the accuracy of the tax disclosures in the proxy statement and prospectus (the "Proxy Statement/Prospectus") on Exhibit 12 to the Form N-14 Registration Statement. In connection with rendering these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the Reorganization, and the Proxy Statement/Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of Morgan Stanley Investmexx Xxxixxxx Xxc ("the "Advisor") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated February 26, 2002, and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all 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 copies. We have not made an independent investigation of the facts set forth either in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering these opinions that the information presented in such documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. We have also assumed for purposes of rendering our opinions (i) the accuracy of, and material compliance with, the representations of the Advisor set forth in the letter referred to above, (ii) the accuracy of, and material compliance with, the representations, warranties, covenants and agreements of S&P Select and S&P Index made in the Reorganization Agreement, and (iii) that there are no agreements or understandings other than those of which we have been informed that would affect our conclusions set forth below. The opinions set forth below are based on the Code, the legislative history with respect thereto, rules and regulations promulgated thereunder, and published rulings, court decisions and administrative authorities issued with respect to all of the foregoing, all as in effect and existing on the date hereof, and all of which are subject to change at any time, possibly on a retroactive basis. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be asserted by the Internal Revenue Service. Any change occurring after the date hereof in, or a variation from, any of the foregoing factual or legal bases for our opinions could affect the conclusions set forth below. In addition, the opinions expressed herein are given as of the date hereof and we express no obligation to advise you of any changes in the law or events that may hereafter come to our attention that could affect our opinions set forth below. Based on the foregoing, we are of the opinions that, for federal income tax purposes:
Commonwealth means the Commonwealth of Australia and includes the Government for the time being thereof;
Motorsport Australia means the Confederation of Australia Motor Sport Ltd. trading as Motorsport Australia;
State of principal use means the state on whose waters a vessel is used or to be used most during a calendar year.
Public street means a public right-of-way, including a public highway, public avenue, public boulevard, public parkway, public road, public lane, public alley, public viaduct, public subway, public tunnel, public bridge, public byway, other public transportation easement, or other public way.
Headteacher means the most senior teacher in the Academy who is responsible for its management and administration. Such teacher may also be referred to as the Head of School or Principal.
TO Manager means TO Manager of the Agency. The Agency may change the TO Manager at any time by written notice to the TO Contractor.
AT&T TENNESSEE means the AT&T owned ILEC doing business in Tennessee.
Bermuda means the Islands of Bermuda;
CAISO Global Resource ID means the number or name assigned by the CAISO to the CAISO-Approved Meter.
AT&T WISCONSIN means the AT&T owned ILEC doing business in Wisconsin.
State of Texas Textravel means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any.