Opinion of Xxxxxx. Xxxxxxxxx, counsel to the Company and the Shareholders, dated the Closing Date, addressed to Pegasus and Merger Sub, in form and substance reasonably satisfactory to Pegasus, Merger Sub and their counsel.
Opinion of Xxxxxx. Xxxxxxx Xxxxxxxx & Xxxxxx PC, counsel for the Borrower.
Opinion of Xxxxxx. Xxxxxx Xxxxxxx LLP, special Canadian counsel for the Loan Parties.
Opinion of Xxxxxx. Xxxxx & Xxxxxxx LLP, dated the Closing Date, as to certain true sale matters. 8. Opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, as to certain non-consolidation sale matters. 9. Opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, as to certain security interest matters. 10. Opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, as to certain corporate matters, including an opinion as to the Xxxxxxx Rule. 11. Opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, as to control of electronic chattel paper vaulted with RouteOne LLC. 12. Opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated as of the Closing Date, as to control of electronic chattel paper vaulted with Dealertrack, Inc. 13. Opinion of Xxxxx Xxxxx LLP, dated the Closing Date, as to certain corporate and security interest matters under Oregon law. 14. Opinion of Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date, as to DB1/ 139452285.4144571789.3 SE-2 certain matters relating to Lithia Motors, Inc.
Opinion of Xxxxxx. Xxxxxxx Xxxxxxxx & Xxxxxx, PC, special financing counsel for the Parent and the Assuming Borrower.
Opinion of Xxxxxx. Xxxxxxx LLP, counsel to the Borrower, with respect to noncontravention, enforceability of the Loan Documents, and such other matters relating to the Borrower and the other Loan Parties, this Amendment or the Loan Documents, or the Collateral as the Administrative Agent shall reasonably request.
Opinion of Xxxxxx. Xxxx & Xxxxxxxx LLP, counsel to the Transferor and to the Master Servicer, as to general corporate matters under the laws of Delaware.
Opinion of Xxxxxx. Xxxx & Xxxxxxxx LLP as to true sale and non-consolidation with respect to Xxxxxxx.
Opinion of Xxxxxx. Xxxx & Xxxxxxxx LLP...............28
Opinion of Xxxxxx. Xxxxxx Flattau & Klimpl, LLP (Section 5.1(b)). (c) Certificate of the President of Arc (Section 5.1(c)). (d) Certificate of the Secretary of Arc (Section 5.1(d)). (e) Good standing certificates for Arc and A.R.C. Networks, Inc. (Section 5.1(e)). (f) The COTG Note Modification (Sections 5.1(f) and 5.2(f)). (g) The BSL Note Modification (Section 5.1(g)). (h) The Company Security Agreement (Section 5.1(j)). (i) Certified resolutions of COTG and SISC (Section 5.2(a)). (j) Opinion of Xxxxxx X. Xxxxxxx, Esq. (Section 5.2(b)). (k) Certificate of the President of COTG and SISC (Section 5.2(c)). (l) Certificate of the Secretary of COTG and SISC (Section 5.2(d)). (m) Stock certificates for the Shares, with stock power attached (Section 5.2(e). (n) COTG Guaranty (Section 5.2(h).
