EXHIBIT A
TO NELSON, MULLINS, RILEY & SCARBOROUGH, L.L.P.
OPINION LETTER
INTERPRETIVE STANDARDS
APPLICABLE TO
LEGAL OPINIONS TO THIRD PARTIES
IN CORPORATE TRANSACTIONS
Purpose and Scope of Interpretive Standards.
The purpose of these Interpretive Standards is to explain the meaning of
Opinion Letters (which incorporates these interpretive standards by reference)
addressed to non-client third parties in connection with corporate acquisition
or financing transactions. Included in these Interpretive Standards are general
qualifications to legal opinions, common assumptions as to fact and law,
standards governing an opinion that an agreement is "enforceable," and
interpretations of certain recurring legal opinions and confirmations of fact.
Incorporation in an opinion letter of these Interpretive Standards is intended
to shorten the content of the letter while expanding the mutual understanding
of its meaning. Any of these Interpretive Standards, however, may be overridden
by a specific statement in an Opinion Letter which supersedes a contrary
Interpretive Standard.
Definitions of Terms Used in Interpretive Standards.
The following capitalized terms have the following meanings when used in
these Interpretive Standards:
"Agreement" means the primary legal document which evidences the
Transaction.
"Assets" means all of the tangible and intangible real and personal
property of Company.
"Company" means the entity which is the client of Opinion Giver and on
whose behalf the Opinions Letter is given.
"Documents" means the Agreement, together with other documents identified
in the Opinion Letter which contains one or more obligations of Company related
to the Transaction.
"GBCC" means the Georgia Business Corporation Code in effect on the date
of the Opinion Letter.
"Law(s)," whether or not a capitalized term, means the constitution,
statutes, judicial and administrative decisions, and rules and regulations of
governmental agencies of the Opining Jurisdiction and, unless otherwise
specified, federal law.
"Local Law" means the statutes, administrative decisions, and rules and
regulations of any county, municipality or subdivision, whether created at
federal, state or regional level.
"Opining Jurisdiction" means a jurisdiction, the law of which the Opinion
Giver addresses.
"Opinion" means a legal opinion contained in an Opinion Letter.
"Opinion Giver" means the law firm or lawyer giving an Opinion.
"Opinion Letter" means the letter containing one or more Opinions or
confirmations of fact by Opinion Giver.
"Opinion Recipient" means the person or persons to whom the Opinion Letter
is addressed.
"Other Agreements" mean documents (other than the Documents) to which
Company is a party or by which Company is bound.
"Other Counsel" means counsel (other than Opinion Giver) providing a legal
opinion or confirmation of fact on aspects of the Transaction directed to
Opinion Recipient or Opinion Giver or both.
"Other Jurisdiction" means any jurisdiction (other than the Opining
Jurisdiction) the law of which is stipulated to be the governing law.
"Personal Property" means all of the tangible and intangible personal
property of Company.
"Primary Lawyer Group" has the meaning discussed in Interpretative
Standard 7.
"Public Authority Documents" means certificates issued by a governmental
office or agency, such as the Secretary of State, or by a private organization
having access to and regularly reporting on government files and records, as to
a person's property or status.
"Remedies Opinion" means an Opinion dealing with the enforceability
against Company of one or more of the Documents.
"Transaction" means the transaction with respect to which the Opinion
Letter is given.
Qualifications To Each Opinion
1. Law Addressed by Opinion.
If an Opinion Letter is expressly limited to the Law of one or more
specified jurisdictions, or to one or more discrete laws within one or more
jurisdictions, an Opinion with respect to any other law, or the effect of any
other law, is disclaimed.
2. Scope of Opinion.
An Opinion covers only those matters both essential to the conclusion
stated by the Opinion and, based upon prevailing norms and expectations found
among experienced legal practitioners in the Opining Jurisdiction, reasonable
in the circumstances. Other matters are not included in an Opinion by
implication. The following matters, including their effects and the effects of
noncompliance, are not covered by implication or otherwise in any Opinion,
unless coverage is specifically addressed in the Opinion Letter as provided by
Interpretive Standard 11:
(1) Local Law.
(2) Law relating to permissible rates, computation or disclosure of
interest, e.g., usury.
(3) Antitrust and unfair competition law.
(4) Securities law.
(5) Fiduciary obligations.
(6) Pension and employee benefit law, e.g. ERISA.
(7) Regulations G, T, U and X of the Board of Governors of the
Federal Reserve System.
(8) Fraudulent transfer law.
(9) Environmental law.
(10) Land use and subdivision law.
(11) Except with respect to the No Consent Opinion (Interpretative
Standard 28), Hart-Scott-Rodino, Exon-Florio and other laws
related to filing requirements, other than charter-related
filing requirements, such as the requirements for filing
articles of merger.
(12) Except with respect to a No Violation Opinion (Interpretive
Standard 27), law concerning creation, attachment, perfection or
priority of a security interest in any Assets.
(13) Bulk transfer law.
(14) Tax law.
(15) Patent, copyright, trademark and other intellectual property
law.
(16) Racketeering law, e.g., RICO.
(17) Criminal statutes of general application, e.g., mail fraud and
wire fraud.
(18) Health and safety law, e.g., OSHA.
(19) Labor law.
(20) Law concerning national or local emergency.
3. Unwarranted Reliance.
Opinion Giver may not rely for purposes of the Opinion Letter upon
information, whether or not in a Public Authority Document, or (except in the
case of arbitrary or hypothetical assumptions contained in an overriding
agreement referred to in Interpretive Standard 11 or as stated in Interpretive
Standard 22 with respect to choice of law), upon an assumption otherwise
appropriate, if Opinion Giver has knowledge that such information or assumption
is false, or recognizes factors that compel the conclusion that reliance on
such information or assumption would be unreasonable. "Knowledge" or
"recognizes" for purposes of the foregoing sentence and wherever used in these
Interpretive Standards means the current awareness of information by any lawyer
in the Primary Lawyer Group.
4. Reliance on Other Sources of Information.
Subject to Interpretive Standard 3, Opinion Giver may rely, without
investigation, upon facts established by a Public Authority Document, facts
provided by an agent of Company or others and, if disclosed in the Opinion
Letter, facts asserted by a party to the Transaction in a representation or
warranty embodied in the Documents, provided:
(a) if not established by a Public Authority Document, the facts do
not constitute a statement, directly or in practical effect, of the legal
conclusion in question;
(b) the person providing facts is, in Opinion Giver's professional
judgment, an appropriate source; and
(c) if the facts are set forth in a certificate, Opinion Giver has
used reasonable professional judgment as to its form and content.
5. Scope of Opinion Giver's Inquiry.
Opinion Giver is presumed to have given consideration to such matters of
law and fact as Opinion Giver deemed appropriate in order to give an Opinion or
confirmation of fact, unless Opinion Giver has expressly limited the scope of
inquiry in the Opinion Letter. A recital of specific documents reviewed or
specific procedures followed, without more, is not a limitation on the scope of
Opinion Giver's inquiry for purposes of the foregoing presumption.
6. Opinion or Confirmation Qualified by Knowledge of Opinion Giver.
Whenever an Opinion Letter qualifies an opinion or confirmation of facts
by the words "to our knowledge", "known to us" or words of similar meaning, the
quoted words mean the current awareness by lawyers in the Primary Lawyer Group
of information such lawyers recognize as being relevant to the Opinion or
confirmation so qualified. The quoted words do not include within what is
"known" information not within such current awareness that might be revealed if
a canvass of lawyers outside the Primary Lawyer Group were made, if the Opinion
Giver's files were searched or if any other investigation were made.
7. "Primary Lawyer Group."
"Primary Lawyer Group" means that lawyer in Opinion Giver's organization
who signs the Opinion Letter and, solely as to information relevant to an
Opinion or confirmation issue, any lawyer in Opinion Giver's organization who
is primarily responsible for providing the response concerning the particular
issue.
8. Who May Rely On Opinion.
Opinion Recipient and designated principals of Opinion Recipient, if
Opinion Recipient is identified in the Opinion Letter as an agent for
designated principals, are the only persons entitled to rely upon any Opinion
or confirmation of fact contained in the Opinion Letter, and then only for
purposes of the Transaction.
9. Other Counsel.
Opinion Giver's responsibility for the opinion of Other Counsel depends
upon what is stated in the Opinion Letter. A statement that Opinion Giver has
relied on an opinion of Other Counsel means only that Opinion Giver believes
that (i) based upon Other Counsel's professional reputation, it is competent to
render such opinion, and (ii) such opinion on its face appears to address the
matters upon which Opinion Giver places reliance. A statement that Opinion
Giver believes that Opinion Recipient is justified in relying on an opinion of
Other Counsel means only that Opinion Giver believes that, based upon Other
Counsel's professional reputation, it is competent to render such opinion. A
statement that Opinion Giver concurs in an opinion of Other Counsel means that
Opinion Giver has assumed the responsibility for verifying the accuracy of the
opinion of Other Counsel. If no concurrence by Opinion Giver is expressed, no
concurrence is implied. If Opinion Giver merely identifies or remains silent
with respect to the opinion of Other Counsel, Opinion Giver assumes no
responsibility for Other Counsel's opinion, and Opinion Recipient may not
assume that Opinion Giver has relied upon Other Counsel's opinion.
10. Updating.
An Opinion Letter speaks as of the date of its delivery, and Opinion Giver
has no obligation to advise Opinion Recipient or anyone else of any matter of
fact or law thereafter occurring, whether or not brought to the attention of
Opinion Giver, even though that matter affects any analysis or conclusion in
the Opinion Letter.
11. Overriding Agreement.
Opinion Giver and Opinion Recipient may agree upon arbitrary or
hypothetical assumptions that may not be true and upon qualifications,
standards or interpretations inconsistent with these Interpretive Standards.
Any such agreement with respect to such assumptions, qualifications, standards
or interpretations, when described with reasonable particularity in the Opinion
Letter, will supersede any contrary provision of these Interpretive Standards.
Assumptions.
12. Assumptions As To Parties Other Than Company.
Opinion Recipient in the Transaction has acted in good faith and without
notice of any defense against enforcement of rights created by, or adverse
claim to any security transferred as part of, the Transaction. Each party to
the Transaction other than Company has complied with all laws applicable to it
that affect the Transaction.
13. Assumptions As To Natural Persons And Documents.
Each natural person acting on behalf of any party to the Transaction has
sufficient legal competency to carry out such person's role in the Transaction.
Each document submitted to Opinion Giver for review is accurate and complete,
each document purporting to be original is authentic, each document purporting
to be a copy conforms to an authentic original, and each signature on a
document is genuine.
14. Assumption As To Transaction.
The Transaction complies with any test required by law of good faith or
fairness. Each party will act in accordance with the terms and conditions of
the Documents.
15. Assumption As To Accessibility to Laws.
Each law for which Opinion Giver is deemed to be responsible is published,
accessible and generally available to lawyers practicing in the Opining
Jurisdiction.
16. Assumptions As To Company.
No discretionary act of Company or on its behalf will be taken after the
date of the Transaction if such act might result in a violation of law or
breach or default under any agreement, decree, writ, judgment or court order.
Company will obtain all permits and governmental approvals and take all actions
which are both (i) relevant to performance of the Documents or consummation of
the Transaction, and (ii) required in the future under applicable law. Company
holds requisite title and rights to its Assets.
17. Assumption As To Other Agreement.
Any Other Agreement will be enforced as written.
18. Assumption As To Understandings.
There is no understanding or agreement not embodied in a Document among
parties to the Transaction that would modify any term of a Document or any
right or obligation of a party.
19. Assumption As To Absence of Mistake or Fraud.
With respect to the Transaction and the Documents, there has been no mutual
mistake of fact and there exists no fraud or duress.
20. Assumption as to Invalidity.
No issue of unconstitutionality or invalidity of a relevant Law exists
unless a reported case has so held.
Remedies Opinion Standards.
21. Meaning of Remedies Opinion.
A. General Meaning. The Remedies Opinion, with respect to any
referenced Document, and subject to the limitations contained in these
Interpretive Standards and in the Opinion Letter, means that:
(i) a contract has been formed under the law of contracts of the
jurisdiction applicable under Interpretive Standard 22; and
(ii) under laws normally applicable to contracts like the
Document, to parties like the Company and to transactions like the
Transaction, each obligation imposed on Company by the Document, each
agreement made by Company in the Document, and each right, benefit
and remedy conferred by Company in the Document, will be given effect
as stated in the Document.
B. Existence of Contract. The professional judgment reflected in
subparagraph A(i) above requires the Opinion Giver to conclude that:
(i) All legal requirements under contract law for the formation
of a contract of the type involved in the referenced Document
effective against Company (other than requirements that would be
covered by a Corporate Status Opinion, a Corporate Powers Opinion and
a Corporate Acts Opinions discussed at Interpretive Standards 24, 25
and 26) are met, such as necessary formalities (including compliance
with any applicable statute of frauds), consideration (where
necessary), definiteness, and the inclusion of essential terms.
(ii) The Document does not violate a law as to formation of
contracts that would prevent a court presented with the Document from
enforcing it.
(iii) Company does not presently have available any contractual
defense to the Document, such as the statute of limitations.
22. Choice of Law in Remedies Opinion.
If a Document covered by the Remedies Opinion contains no governing law
provision, or contains a governing law provision which names the Opining
Jurisdiction, the Remedies Opinion means that if Company is brought before a
proper court of the Opining Jurisdiction to enforce rights under the Document,
and if such court applies the substantive law of the Opining Jurisdiction, the
result will be as stated in the Opinion and these Interpretive Standards.
If the Document contains a governing law provision which names a
jurisdiction other than the Opining Jurisdiction, the Remedies Opinion does not
opine whether any court of any jurisdiction will give effect to the governing
law provision in the Agreement, but assumes that if Company is brought before a
proper court of the Opining Jurisdiction to enforce rights under the Document,
such court will apply the substantive law of the Opining Jurisdiction,
notwithstanding the governing law provision in the Document, and based upon
such assumption the result will be as stated in the Opinion and these
Interpretive Standards.
The Remedies Opinion does not extend to the content or effect of any law
other than the law of the Opining Jurisdiction and federal law.
23. Exceptions To The Remedies Opinion.
Any Remedies Opinion contained in an Opinion Letter which incorporates
these
Interpretive Standards by reference will be deemed not to address the matters
excluded in Interpretive Standard 2 and subject to the following exceptions:
(i) The effect of bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting the rights and remedies of creditors.
This includes the effect of the Federal Bankruptcy Code in its entirety,
including matters of contract rejection, fraudulent conveyance and
obligation, turn-over, preference, equitable subordination, automatic
stay, conversion of a non-recourse obligation into a recourse obligation,
and substantive consolidation. This also includes state laws regarding
fraudulent transfers, obligations, and conveyances, including O.C.G.A.
Section 18-2-20, et seq., and state receivership laws.
(ii) The effect of general principles of equity, whether applied by a
court of law or equity. This includes the following concepts: (a)
principles governing the availability of specific performance, injunctive
relief or other traditional equitable remedies; (b) principles affording
traditional equitable defenses (e.g., waiver, laches and estoppel); (c)
good faith and fair dealing; (d) reasonableness; (e) materiality of the
breach; (f) impracticability or impossibility of performance; (g) the
effect of obstruction, failure to perform or otherwise to act in
accordance with an agreement by any person other than Company; (h) the
effect of section 1-102(3) of the Uniform Commercial Code; and (i)
unconscionability.
(iii) The effect and possible unenforceability of contractual
provisions providing for choice of governing law.
(iv) The possible unenforceability of provisions purporting to waive
certain rights of guarantors.
(v) The possible unenforceability of provisions requiring
indemnification for, or providing exculpation, release or exemption from
liability for, action or inaction, to the extent such action or inaction
involves negligence or willful misconduct or to the extent otherwise
contrary to public policy.
(vi) The possible unenforceability of provisions purporting to
require arbitration of disputes.
(vii) The possible unenforceability of provisions prohibiting
competition, the solicitation or acceptance of customers, of business
relationships or of employees, the use or disclosure of information, or
other activities in restraint of trade.
(viii) The possible unenforceability of provisions imposing increased
interest rates or late payment charges upon delinquency in payment or
default or providing for liquidated damages, or for premiums on
prepayment, acceleration, redemption, cancellation, or termination, to the
extent any such provisions are deemed to be penalties or forfeitures.
(ix) The possible unenforceability of waivers or advance consents
that have the effect of waiving statutes of limitation, marshalling of
assets or similar requirements, or as to the jurisdiction of courts, the
venue of actions, the right to jury trial or, in certain cases, notice.
(x) The possible unenforceability of provisions that waivers or
consents by a party may not be given effect unless in writing or in
compliance with particular requirements or that a person's course of
dealing, course of performance, or the like or failure or delay in taking
action may not constitute a waiver of related rights or provisions or that
one or more waivers may not under certain circumstances constitute a
waiver of other matters of the same kind.
(xi) The effect of course of dealing, course of performance, or the
like, that would modify the terms of an agreement or the respective rights
or obligations of the parties under an agreement.
(xii) The possible unenforceability of provisions that enumerated
remedies are not exclusive or that a party has the right to pursue
multiple remedies without regard to other remedies elected or that all
remedies are cumulative.
(xiii) The effect of O.C.G.A. Section 13-1-11 on provisions relating
to
attorneys fees.
(xiv) The possible unenforceability of provisions that determinations
by a party or a party's designee are conclusive.
(xv) The possible unenforceability of provisions permitting
modifications of an agreement only in writing.
(xvi) The possible unenforceability of provisions that the provisions
of an agreement are severable.
(xvii) The effect of laws requiring mitigation of damages.
(xviii) The possible unenforceability of provisions permitting the
exercise, under certain circumstances, of rights without notice or without
providing opportunity to cure failures to perform.
(xix) The effect of agreements as to rights of set off otherwise than
in accordance with the applicable law.
Interpretations.
24. The Corporate Status Opinion.
An Opinion to the effect that Company was duly organized as a corporation
and is existing in good standing under the laws of the State of Georgia (the
"Corporate Status Opinion") is subject to the following understandings:
(1) "duly organized" means that Company (i) properly complied with the
Georgia statutory requirements for incorporation, and (ii) thereafter
properly complied with the Georgia statutory requirements for organization;
(2) "is existing" means that Company is a corporation which has not
ceased to exist under the GBCC;
(3) The Opinion refers to the status of Company only for purposes of
and under the GBCC; and
(4) "good standing" has no official meaning under the GBCC, and for
purposes of any Opinion with respect to a corporation subject to the GBCC
means:
(i) Company has filed no notice of intent to dissolve under
section 1403 of the GBCC;
(ii) the Secretary of State has signed no certificate of
dissolution with respect to Company;
(iii) the Superior Court of the county of Company's registered
office has entered no decree ordering Company dissolved; and
(iv) Company has satisfied its tax and annual registration
requirements under section 1420 of the GBCC.
An Opinion limited to the conclusion that the Company "is a corporation"
means that third parties may not challenge Company's corporate existence, the
State of Georgia recognizes such existence, and the state may challenge
Company's
incorporation only under the circumstances described in Section 203(d) of the
GBCC.
25. The Corporate Powers Opinion.
An Opinion that Company has the corporate power to execute and deliver a
Document, to perform its obligations under a Document, to own and use its Assets
and to conduct its business (the "Corporate Powers Opinion") is subject to the
following understandings:
(1) the Opinion refers only to the GBCC and Company's articles of
incorporation as sources of corporate power;
(2) "power" refers only to whether the acts referenced in the Opinion
are ultra vires;
(3) the Opinion is built upon an assumption that the Corporate Status
Opinion could also be given;
(4) "own and use" refers to every right company has in the Assets;
(5) the Opinion refers to Assets owned and used and business conducted
on the date of the Opinion, and not those contemplated for future
ownership, use or conduct except to the extent the acquisition of the Assets
or conduct
of the business is concurrent with, and recognized by Opinion Giver as
constituting part of, the consummation of the Transaction; and
(6) the Opinion does not affirm that Company is engaged in no unlawful
business and in business which Georgia law would not permit to be conducted
by a corporation incorporated under the GBCC.
26. The Corporate Acts Opinion.
An Opinion that Company has duly authorized the execution and delivery of,
and performance by Company under, the Documents and has duly executed and
delivered the Documents (the "Corporate Acts Opinion") is subject to the
following
understandings:
(1) the Opinion affirms compliance with all corporate action necessary
under the GBCC, Company's articles of incorporation and bylaws and, if
applicable, Company's duly adopted policies and practices for delegation of
authority in order to authorize the execution and delivery of, and
performance under, the Documents;
(2) the Opinion affirms that the execution and delivery of the
Documents was, and Company's performance of its obligations under the
Documents in accordance with the Documents as written will be, in
accordance
with the authorization;
(3) the Opinion is built upon an assumption that the Corporate Status
Opinion and the Corporate Powers Opinion could also be given;
(4) the Opinion addresses no law other than the GBCC and applicable
law
of agency.
27. The No Violation Opinion.
An Opinion to the effect that Company's execution and delivery of the
Documents do not, and if Company were now to perform its obligations under the
Documents such performance would not, result in (i) a violation of the Company's
articles of incorporation, bylaws or any law to which Company or its Assets are
subject, or (ii) a breach of or default under described agreements, or (iii) a
creation or imposition of contractual liens or security interests arising out of
described agreements, or (iv) a violation of any known judicial or
administrative
decree, writ, judgment or order to which the Company or its Assets are subject
(the "No Violation Opinion") is subject to the following understandings:
(1) a "violation" or "breach or default" means any act or omission
that, by itself or upon notice or the passage of time or both, would
constitute a violation, breach or default giving rise to a remedy under
the document or law in question;
(2) the Opinion addresses only the relevant facts and law as they
exist on the date of the Opinion Letter;
(3) "agreements" refers to agreements, indentures and instruments in
writing identified in the Opinion Letter creating risks and obligations;
(4) references to any law or to "decree, writ, judgement or order" or
the like include only those (i) which either prohibit performance by
Company under the Documents or subject Company to a fine, penalty or other
similar sanction, and (ii) which a lawyer, using customary professional
diligence, would reasonably recognize as applicable to Company and the
Transaction;
(5) the Opinion addresses only whether the specific terms of the
relevant Document violate laws or cause a breach of or default under the
specific terms of an obligation created by a described Other Agreement,
taking into account information provided in accordance with Interpretive
Standard 4 and other facts known to Opinion Giver;
(6) the Opinion does not address acts permitted or contemplated but
not required, or inferred but not set forth, by the relevant Document,
except to the extent such acts are concurrent with, and recognized by
Opinion Giver as constituting part of, the consummation of the
Transaction;
(7) to the extent the interpretation of words in described Agreements
requires resort to law, Opinion Giver will apply the law of the Opining
Jurisdiction;
(8) the Opinion does not address liens or security interests created
by or in favor of Opinion recipient, created under a Document or arising
by operation of law; and
28. The No Consent Opinion.
An Opinion to the effect that no consent, approval, authorization or other
action by, or filing with, any governmental authority is required for Company's
execution and delivery of the Documents and consummation of the Transaction
(the "No Consent Opinion") is subject to the understandings set forth in
Interpretive Standard 2 and 27(2) and (4). "Required" means that there is no
governmental consent, approval, authorization or filing, the absence of which
would either prohibit performance by company of its obligations under the
Documents or subject Company to a fine, forfeiture, penalty or similar
sanction.
29. The Capitalization Opinion.
An Opinion to the effect that described shares have been duly authorized
and are, or upon issuance will be, validly issued, fully paid and non-
assessable (the "Capitalization Opinion") is subject to the following
understandings:
(1) the Opinion affirms compliance with all corporate action
necessary to create and issue the shares under the Georgia corporate law
in effect at the time of such creation and issue ("Corporate Code") and
under Company's articles of incorporation and bylaws;
(2) "duly authorized" means Company had the corporate power to create
the shares, the shares so created have the rights and attributes required
by the Corporate Code, and the rights and attributes of the shares so
created were permitted by the Corporate Code and are permitted by the GBCC
and Company's articles of incorporation and bylaws;
(3) "validly issued" means that at the time of issuance Company had
sufficient authorized and unissued shares to permit the shares to be
issued, Company took the steps necessary to accord shareholder status to
the persons to whom the shares were issued and Company has taken no step
to deprive the shares of the "validly issued" status;
(4) "fully paid and nonassessable" means that the consideration
received upon issuance of the shares (i) was legally sufficient, (ii)
satisfied the requirements of the Corporate Code, Company's articles of
incorporation and bylaws, and relevant corporate resolutions, (iii) was
approved (e.g., as to value of property or services) by the directors or
shareholders, as required, and (iv) was in fact received, subject to
paragraph (1) above; and
(5) the Opinion is based on the assumption that the Corporate Status
Opinion could also be given.
30. The Share Transfer Opinion.
The only laws addressed in any Opinion as to the rights of a seller in
shares of Company acquired by any purchaser are the GBCC and Article 8 of the
UCC, and no Opinion is given regarding liens (other than UCC security
interests) that may be perfected without filing or possession of the share
certificate. The Opinion is based upon the assumption that the Capitalization
Opinion could also be given.
31. The Personal Property Transfer Opinion.
The Opinion as to Company's transfer of Personal Property expresses no
opinion as to Company's title. See Interpretive Standard 16.
32. The Foreign Qualification Confirmation.
A confirmation that Company is qualified to transact business as a foreign
corporation in any one or more named jurisdictions is not a legal opinion, but
a statement which may be based solely upon one or more certificates referenced
in the Opinion Letter and limited in meaning to the words of each certificate.
No implication arises from such confirmation that certificates have been
acquired from all jurisdictions in which Company is required to be qualified,
or that certificates obtained are from the appropriate public officials in the
jurisdictions referenced.
33. The Litigation Confirmation.
The confirmation regarding litigation pending or threatened in writing
against Company or any Assets derives from Opinion Giver's knowledge as defined
at Interpretive Standard 6 and certificate reliance discussed at Interpretive
Standard 4, but not from any reviews of public or court records or files of
Opinion Giver or others.
34. Incorporation by Reference Accord.
These Interpretive Standards may be incorporated by reference in the
Opinion Letter by a statement similar to the following:
This Opinion Letter is limited by, and is in accordance
with, the January 1, 1992 edition of the Interpretive
Standards Applicable to Legal Opinions to Third Parties in
Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the
State Bar of Georgia, which Interpretive Standards are
incorporated in this Opinion Letter by this reference.
END OF EXHIBIT A