Form of Company Counsel Opinion. Capitalized terms used herein but not defined herein, have the meaning set forth in the Purchase Agreement. Based on the foregoing, and subject to the assumptions and qualifications set forth herein, we are of the opinion that:
Form of Company Counsel Opinion. (i) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its subsidiaries has full corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed in a schedule to such counsel’s opinion.
Form of Company Counsel Opinion. 1. With your consent, based solely on certificates from public officials, we confirm that the Company is qualified to do business in the following States: Arizona, California, Colorado, Florida, Georgia, Massachusetts and New Jersey.
Form of Company Counsel Opinion. 1. The Company is a corporation duly incorporated under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement.
Form of Company Counsel Opinion. The following opinions of Company counsel shall be provided with such terms, provisions and caveats as are customary for opinions of like nature:
Form of Company Counsel Opinion. December 15, 2004 Preferred Term Securities XVI, Ltd. FTN Financial Capital Markets c/o Maples Finance Limited 000 Xxxxxxxxx Xxxx, Xxxxx 000 P. O. Box 1093 GT Xxxxxxx, Xxxxxxxxx 00000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx Town, Grand Cayman Cayman Islands Wilmington Trust Company Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxx Xxxxxx Xxxxx 000 0xx Xxxxxx 0000 Xxxxx Xxxxxx Xxxxxx 0xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel to Merchants Bancshares, Inc. (the "Company"), a Delaware corporation in connection with a certain Placement Agreement, dated December 7, 2004, (the "Placement Agreement"), between the Company and MBVT Statutory Trust I (the "Trust"), on one hand, and FTN Financial Capital Markets and Xxxxx, Xxxxxxxx & Xxxxx, Inc. (the "Placement Agents"), on the other hand. Pursuant to the Placement Agreement, and subject to the terms and conditions stated therein, the Trust will issue and sell to Preferred Term Securities XVI, Ltd. (the "Purchaser"), $20,000,000.00 aggregate principal amount of Fixed/Floating Rate Capital Securities (liquidation amount $1,000.00 per capital security) (the "Capital Securities"). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Placement Agreement. The law covered by the opinions expressed herein is limited to the law of the United States of America and of the States of Delaware and Vermont. We have made such investigations of law as, in our judgment, were necessary to render the following opinions. We have also reviewed (a) the Company's Articles of Incorporation, as amended, and its By-Laws, as amended; and (b) such corporate documents, records, information and certificates of the Company and the Subsidiaries, certificates of public officials or government authorities and other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. As to certain facts material to our opinions, we have relied, with your permission, upon statements, certificates or representations, including those delivered or made in connection with the above-referenced transaction, of officers and other representatives of the Company and the Subsidiaries and the Trust. As used herein, the phrases "to the best of our knowledge" or "known to us" or other similar phrases mean the actual knowledge of the attorneys who have had active involvement in the transactions described above or wh...
Form of Company Counsel Opinion. The Underwriter shall have received a letter, dated the Closing Date and the Option Closing Date, as the case may be, of O’Melveny & Xxxxx LLP (“OMM”), counsel for the Company, to the effect that:
Form of Company Counsel Opinion. The following legal opinion points shall be limited to (a) the General Corporation Law and the Limited Liability Company Act of the State of Delaware and (b) the laws of (i) the State of New York, (ii) the State of Texas and (iii) the United States of America.
Form of Company Counsel Opinion. (i) The Company is a corporation validly existing under the laws of the State of Colorado, with corporate power to own its properties and assets and to carry on its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus;
Form of Company Counsel Opinion. The authorized and outstanding capital stock of the Company is as set forth in the Memorandum. All of the outstanding shares of capital stock of the Company are duly authorized and validly authorized, are fully paid and non assessable and were not issued in violation of, or subject to, any statutory or, to our knowledge, contractual preemptive rights.
