Xxxxxxxx, Xx. (Xxxxxxx Xxxxxxxx).
Xxxxxxxx, Xx and Xxxxx Xxxxxx With a copy to: Xxxxxx & Xxxxxx, L.L.P. 0000 Xxxxxxxx Xxxx Center 0000 Xxxx Xxxxxx Dallas, Texas 75201 Attn: Xxxxxx X. Xxxxx If to Patriot: Patriot American Hospitality Partnership, L.P. c/o Patriot American Hospitality, Inc. 0000 XXX Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxx, President With a copy to: Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. 0000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xxxx X. Xxx, P.C. and Xxxxxxx X. Xxxxxx, P.C. If to Escrow Agent: American Title Company 0000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 or to such other address as the intended recipient may have specified in a notice to the other party. Any party hereto may change its address or designate different or other persons or entities to receive copies by notifying the other party and Escrow Agent in a manner described in this Section.
Xxxxxxxx, Xx. Xxxx X. Xxxxxxxx, Xx., its President and Chief Operating Officer
Xxxxxxxx, Xx. Xxxxx Xxxxxx and Xx. Xxx Xxxx Xxxxx, as independent non-executive Directors.
Xxxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xx Xxxxxxx; and the independent non-executive Directors are Xxxxxxxxx Xxxxx Xxxx, Xx. Xxx Man Xxxx, Xxxx and Professor Xx Xxx.
Xxxxxxxx, Xx. By: Xxxxxxx Xxxxxxxx Xx. Its: President and CEO SHAREHOLDER /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xx. As Voting Trustees under the Voting Trust Agreement relating to shares of Common Stock of Graybar Electric Company, Inc. 00 Xxxxx Xxxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Dear Sirs: We refer to (i) the Voting Trust Agreement, to be dated as of March 16, 2007 (the "Voting Trust Agreement") and entered into by holders of shares ---------------------- of common stock, par value $1 per share (the "Common Stock"), of Graybar ------------ Electric Company, Inc., a New York corporation (the "Company"), the Company ------- and you, as voting trustees (the "Voting Trustees"), and (ii) the Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act ---------------------- of 1933, as amended (the "Securities Act"), to be filed with the Securities -------------- and Exchange Commission (the "Commission") by the Voting Trustees relating to ---------- voting trust interests (the "Voting Trust Interests") to be issued pursuant to ---------------------- the Voting Trust Agreement. We have examined the Voting Trust Agreement and the form of voting trust certificates evidencing the Voting Trust Interests set forth therein. We have also examined originals, or certified or photostatic copies, of such records of the Company and the Voting Trustees and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination we have assumed the genuineness of all signatures, 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. Based upon our examination mentioned above, subject to the assumptions stated and relying upon the statements of fact contained in the documents that we have examined, we are of the opinion that the Voting Trust Agreement, when duly executed and delivered by one or more holders of shares of Common Stock of the Company, the Voting Trustees and the Grabar Electric Company, Inc. January 15, 2007 Page 2 Company, will be a valid and legal agreement of the parties thereto under the laws of the State of New York and that the Voting Trust Interests, when issued in accordance with the provisions of the Voting Trust Agreement, will be validly and legally issued. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the reference to our firm appearing under the caption "L...
Xxxxxxxx, Xx. Name: Xxxxx X. Xxxxxxxx, Xx. Title: Chief Financial Officer CASUAL MALE XXX, LLC, as a Guarantor
Xxxxxxxx, Xx. X. Wegert Mercachem BV, Kerkenbos 1013, 6546 BB Nijmegen (The Netherlands)
Xxxxxxxx, Xx. XXXX X. XXXXXXXX, XX. Xxxxxx County Mayor /s/ Xxxxx Xxxxx XXXXX XXXXX County Attorney /s/ Xxxxx X. Xxxxxxxxx XXXXX X. XXXXXXXXX Assistant County Attorney/Special Appointment /s/ Xxxxx Xxxxxx XXXXX XXXXXX Assistant County Attorney 000 X. Xxxx Memphis, TN 38103 For the JUVENILE COURT OF MEMPHIS AND SHELBY COUNTY /s/ Xxxxxx X. Person XXXXXXXXX XXXXXX X. PERSON /s/ Xxxxx Xxxxxxx XXXXX XXXXXXX XXX/Chief Counsel 000 Xxxxx Xxxxxx
