Common use of Gentlemen Clause in Contracts

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCB's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCB. Based upon and subject to the foregoing, we are of the opinion that:

Gentlemen. This opinion is furnished to you in accordance with the provisions of Section 6.9 of the above referenced Acquisition Agreement. We have acted as Counsel counsel to GB&T the Companies and the Shareholders, in connection with the Merger Agreement. This opinion letter is furnished Acquisition Agreement and the related Employment Agreements and Noncompetition Agreements to you pursuant to the provisions of Section 9.1(f) which any of the Merger AgreementCompanies or Shareholders is a party (collectively, and the Related Agreements"). All capitalized terms used but not defined herein which are defined in the Acquisition Agreement and not otherwise defined the Related Agreements shall have the meanings assigned same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in Companies and the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In additionShareholders, we have (ai) conferred with the officers of the Companies and agents of GB&Tthe Shareholders; (bii) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Companies and such other corporate documents, records and certificates of GB&Tthe Companies, including the Articles of Incorporation, the Bylaws federal and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State state laws, rule rules and regulations, ; and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made all such examination of LCB's documents examinations and records as we deemed necessary to render this opinion. In our examinationinvestigations, we have assumed the genuineness of all signatures and the authenticity on original or certified copies of all materials copies submitted to us as originals and their conformity with the originals of all materials submitted to us as conformed or reproduction copies. We As to various questions of fact relevant to such opinions, we have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of relied upon the representations and warranties made by GB&T, as applicable, set forth in or pursuant to the Merger Agreement; and (c) that the Merger Acquisition Agreement and documents related thereto are valid, binding the Related Agreements and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon statements or certificates and other statements of public officials and upon certifications furnished us by Counsel for LCBof the Companies and the Shareholders. Based upon on such examinations and subject to the foregoinginvestigations, we are of the it is our opinion that:

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCBFNBG's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCBFNBG. Based upon and subject to the foregoing, we are of the opinion that:

Gentlemen. We have acted as Counsel to GB&T counsel for Moving Bytes Inc., a corporation organized and existing under the Canada Business Corporation Act (the "Company") in connection with the Merger Agreement. This opinion letter is furnished (a) registration under the Securities Act of 1933, as amended (the "Act"), of up to you 45,000,000 shares of the Company's no par value per share common stock (the "Securities"), which shares are issuable by the Company pursuant to the provisions of Section 9.1(f) of the Merger a Consulting Agreement, dated as of December 20, 2005, by and terms used herein between the Company and not otherwise defined shall have Warner Technology and Investment Corp. (the meanings assigned to such terms in the Merger Agreement"Plan"). In our capacity as such Counselconnection with the opinions hereinbelow expressed, we have participated in examined the preparation following documents (or true copies thereof): the Company's Certificate of Incorporation and execution certificate of Continuance, the Merger AgreementCompany's By-Laws, its Schedules the Plan, the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and ExhibitsExchange Commission (the "Commission") and such other documents as we deemed necessary or appropriate under the circumstances. In additionrendering this opinion, we have (a) conferred with officers and agents of GB&T; assumed (bi) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCB's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures on all documents examined by us, (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to original documents of all documents submitted to us as photostatic or conformed copies and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as such copies. We have further assumed (a) the due authorization, execution ; and delivery by all parties other than GB&T of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and relied on (ci) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCB(ii) as to matters of fact, statements and certificates of officers and representatives of the Company. Based upon and subject to the foregoing, we are of the opinion that:that the Securities, when issued in conformance with the terms and conditions of the Plan, will be legally issued, fully paid, and nonassessable. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Securities. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above. We note that we are members of the bar of the State of New York and do not represent ourselves to be expert in the laws of any other jurisdiction other than the Federal laws of the United States; accordingly, we do not purport to express any opinion on the laws of any other jurisdiction . We assume no obligation to supplement this opinion if, after the date hereof, any applicable laws change, or we become aware of any facts that might change our opinions, as expressed herein. Very truly yours, /s/ Guzov, Ofsink, LLC Guzov Ofsink, LLC

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCB's HTB Villa Rica’s documents and records as we deemed necessary to render this opinion. GB&T Bancshares, Inc. Home Town Bank of Villa Rica , 2002 Page Two In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCBHTB Villa Rica. Based upon and subject to the foregoing, we are of the opinion that:

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings meaning assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule rules and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition addition, we have also made such examination of LCB's CT Financial Services' documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel counsel for LCBCT Financial Services Corporation. Based upon and subject to the foregoing, we are of the opinion that:

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCBBBI's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T and of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCBBBI. Based upon and subject to the foregoing, we are of the opinion that:

Gentlemen. We have acted as Counsel to GB&T counsel for PHC, Inc., a Massachusetts corporation (the "Company"), in connection with the Merger Agreement. This opinion letter is furnished sale by the Company to you Camden Partners Limited Partnership, a Delaware limited partnership (the "Purchaser" or "you") of 961,539 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Shares"), pursuant to the provisions Securities Purchase Agreement dated as of Section 9.1(fDecember 19, 2006 (the "Purchase Agreement") between the Company the Purchaser and the execution and delivery by the Company of the Merger Registration Rights Agreement dated as of December 19, 2006 (the "Registration Rights Agreement") between the Company and the Purchaser. The Purchase Agreement and the Registration Rights Agreement are referred to herein collectively as the "Agreements." Unless otherwise defined herein, and capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms respective meaning given them in the Merger AgreementAgreements. In our capacity as such Counselrendering this opinion, we have participated made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion. As to matters of fact material to the opinions expressed herein, we have relied without independent investigation upon the representations and warranties as to factual matters contained in and made by the preparation Company pursuant to the Purchase Agreement and execution upon certificates and statements of government officials and of officers of the Merger Agreement, its Schedules and ExhibitsCompany. In addition, we have (a) conferred with officers and agents examined originals or copies of GB&T; (b) examined such corporate documents, corporate records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under other writings which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate consider relevant for the purposes of rendering this opinion. In addition we have also made such examination of LCB's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and on original documents, the authenticity conformity to original documents of all materials copies submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery of all documents (except for the due execution and delivery of the Agreements by all parties the Company) where due execution and delivery are a prerequisite to the effectiveness thereof. In making our examination of documents executed by an entity other than GB&T of the Company, we have assumed that such other entity had the power to enter into and perform all agreements its obligations thereunder, and documents that are to be executed and delivered we also have assumed the due authorization by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations entity of all requisite actions and the due execution and delivery of such documents by such other entity. As used in this opinion, the parties thereto other than GB&T. As expression "to our knowledge" or "known to us" with reference to matters of fact relative refers to conclusions the current actual knowledge, after an examination of lawdocuments referred to herein and after the examinations and inquiries described in the foregoing paragraph, of Xxxxxxx X. Xxxxxx, Xxxxxx Xxxxx and Xxxxxxxx Xxxxxxxx, the attorneys of this firm who have worked on the transactions referred to in the first paragraph of this opinion. Except to the the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge of the existence or absence or any such facts should be drawn from our representation of the Company or the rendering of the opinions set forth below. In rendering the opinions in paragraphs (a), (b), (c) and (e), we have relied, as to all matters pertaining to Massachusetts law, upon the opinions dated the date hereof of Xxxx XxXxxx, Esq., in-house counsel to the Company. We express no opinion as to matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law and the federal law of the United States of America. To the extent reasonably necessarythat laws other than the foregoing are applicable with respect to matters set forth in this opinion, upon information supplied by GB&T and upon we have assumed that such laws are either identical to, or would be applied in a manner consistent with, the laws of the State of New York. We assume no obligation to supplement this letter if any of the applicable laws change in any manner. In rendering the opinion set forth in paragraph (a) below, we have relied exclusively on certificates and other statements of public officials officials, although we have not obtained a tax good standing certificate and upon certifications furnished no opinion is provided with respect to tax good standing. In rendering the opinion set forth in paragraph (f), we have assumed that the representations and warranties of the Purchaser set forth in the Purchase Agreement are true and complete and that the information provided by the Company to the Purchaser in connection with the offer and sale of the Shares was accurate and complete. We have also assumed the accuracy of, and have relied upon, the Company's representations to us that the Company has made no offer to sell the Shares by Counsel for LCBmeans of any general solicitation or in connection with the publication of any advertisement therefor. Based upon foregoing and subject to the foregoingqualifications set forth herein, we are of the opinion that:

Gentlemen. We have acted as Counsel counsel to GB&T Wizzard Software Corp., a Colorado corporation (the "Company"), in connection with your purchase of Series 2001-A Convertible Notes in accordance with the Merger terms of that Securities Purchase Agreement dated as of September 14, 2001 (the "Agreement. This opinion letter is furnished to you pursuant to ") between the provisions of Section 9.1(fCompany and Maricopa Equity Management Corp. (the "Investor"), (ii) the Registration Rights Agreement dated as of the Merger date hereof (the "Registration Rights Agreement") between the Company and the Investor, and (iii) the Escrow Agreement dated as of the date hereof (the "Escrow Agreement") among the Company, the Investor and H. Glenn Bagwell, Jr., Xxx., xx xxxxxx agent. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Merger Agreement. In our capacity as such Counselconnection with rendering this opinion, we have participated in examined the preparation Agreement, the Registration Rights Agreement, the Escrow Agreement and execution the form of the Merger AgreementNotes (collectively, its Schedules and Exhibits. In additionthe "Transaction Documents"), we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including as well as the Company's Articles of Incorporation, the Bylaws Incorporation ("Articles") and By-laws and the proceedings under which resolutions of the Board of Directors of the Company approving the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinionAgreement. In addition we We have also made such examination of LCB's law and have examined originals or copies, certified or otherwise, of such corporate records and documents of the Company, such agreements, certificates of officers or representatives of the Company, and records such other records, certificates, including certificates of public officials, and documents as we have deemed relevant and necessary to render this opinionas a basis for the opinions hereinafter expressed. In our such examination, we have assumed the genuineness of all signatures and signatures, the authenticity of all materials documents submitted to us as originals and their the conformity with the originals authentic original documents of all materials documents submitted to us as copies. As to any facts relevant to the opinions expressed below, we have relied upon certificates and written and/or oral representations of officers of the Company (including the representations of the Company set forth in the Transaction Documents) and public officials. We have further also assumed (a) that the representations and warranties of the Investor as set forth in the Transaction Documents are true and correct as of the date hereof. All references herein to contracts, instruments or other documents of the Company are limited to such documents as have been provided to us by the Company or of which we have actual knowledge after due authorizationinquiry of the Company and its officers. As to our opinion in paragraphs 2, execution 3, and delivery by all parties 7 set forth below, we have examined only resolutions of the Board of Directors of the Company relating to such share issuances and our opinion set forth in such paragraphs is limited thereto. We have not examined or reviewed any communication, instrument, agreement, document or other than GB&T item or conducted any independent inquiry or investigation of all agreements any matter except as otherwise expressly set forth above. We have also assumed that the Agreement and documents that are to be the other Transaction Documents have been executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all on each of the parties thereto other than GB&T. As thereto. The opinions expressed below with respect to matters compliance with certain statutes, rules and regulations are based upon a review of fact relative those statutes, rules and regulations that, in our experience, are applicable to conclusions transactions of lawthe type contemplated by the Agreement and to businesses such as the Company's. Our opinion as to the good standing of the Company in Colorado set forth in the first sentence of paragraph 1 below is based solely upon our examination of information acquired from the web site of the Colorado Secretary of State as of September 14, 2001, and such opinion is given solely as of such date. In connection with our opinion with respect to pending litigation and existing orders, contracts, injunctions, judgments and decrees set forth in paragraph 5 below, we have reliednot undertaken searches of the dockets of any court of any jurisdiction, nor conducted a judgment, lien, litigation or similar search and have relied upon certificates and written or oral representations of officers of the Company. We express no opinion respecting the enforceable nature of the Agreement, the other Transaction Documents or any document or instrument executed pursuant thereto or in connection therewith, insofar as the enforceable nature thereof, or any right, power, privilege, remedy or interest intended to be created thereunder, may be limited (i) by applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other laws or judicial decisions affecting any rights, powers, privileges, remedies or interests of creditors generally, (ii) by rules or principles of equity affecting the enforcement of obligations generally, whether at law, in equity or otherwise, (iii) by the exercise of the discretionary powers of any court or other authority before which may be brought any proceeding seeking equitable or other remedies, including, without limitation, specific performance, injunctive relief and indemnification or (iv) insofar as rights to indemnity and/or contribution are concerned, by federal or state securities laws or the public policy underlying such laws. Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof. Where reference is made in this opinion to matters within or to our knowledge, to the extent reasonably necessarybest of our knowledge, upon information supplied by GB&T and upon certificates or to facts or circumstances known to us or which have come to our attention, such reference means the actual knowledge of those attorneys in our firm who have given substantive attention to the preparation of the Agreement and other statements Transaction Documents and those attorneys in our firm who, from time to time, have given substantive attention to the general corporate and securities matters for which our firm has been engaged by the Company, their review of public officials documents in connection with this engagement and upon certifications furnished us the general corporate and securities matters for which our firm has been engaged by Counsel the Company, and inquiries of officers of the Company, without, however, independent investigation of any matter unless expressly set forth herein. We call your attention to the fact that we are counsel admitted to practice in the State of Utah, and we do not express any opinion with respect to the applicable laws, or the effect or applicability of the laws, of any jurisdiction other than those of the State of Utah, the general corporation laws of the State of Colorado, and the securities laws of the United States of America. In particular, but without limitation, we do not express any opinion with respect to the Blue Sky or securities laws of any State or other jurisdiction (other than the federal securities laws of the United States of America), or any law relating specifically to telecommunications or patents, trademarks or other intellectual property rights. Accordingly, and notwithstanding anything contained in any document or instrument to the contrary, for LCBpurposes of the opinions expressed below, we have assumed that notwithstanding any choice of law provision contained in the Agreement and in the other Transaction Documents, the internal laws of the State of Colorado will be applied to the Agreement and to each other document and instrument with respect to which we opine below and that the Agreement and each other document and instrument with respect to which we opine below will be governed by, and construed and enforced in accordance with, the laws of the State of Colorado without regard to principles of conflicts or choice of law. Based upon and subject to the foregoing, we are of the opinion that: