EXHIBIT 5
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
1650 Arch Street
Philadelphia, PA 19103-2097
__________, 2002
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
3103 Philmont Avenue
Huntingdon Valley, PA 19006
RE: Registration Statement on Form S-3
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Gentlemen:
As counsel for Toll Brothers, Inc., a Delaware corporation (the
"Company"), and its wholly owned subsidiaries, Toll Corp., a Delaware
corporation ("Toll"), Toll Finance Corp., a Delaware corporation ("TFC"), and
First Huntingdon Finance Corp., a Delaware corporation ("FHFC"), we have
assisted in the preparation of a Registration Statement on Form S-3 (together
with all exhibits thereto and documents incorporated by reference therein, the
"Registration Statement") in the form proposed to be filed by the Company, Toll,
TFC and FHFC (collectively, the "Registrants") with the Securities and Exchange
Commission (the "Commission"). The Registration Statement relates to the
issuance and sale from time to time, pursuant to Rule 415 of the General Rules
and Regulations of the Commission promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), of the following securities of the
Registrants with an aggregate initial public offering price of up to
$750,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies: (i) debt securities of Toll ("Toll Debt Securities"), TFC
("TFC Debt Securities") and FHFC ("FHFC Debt Securities" and, collectively with
the Toll Debt Securities and the TFC Debt Securities, the "Debt Securities"),
which may be any of senior secured debt securities, senior unsecured debt
securities, senior subordinated debt securities or subordinated debt securities,
in one or more series, which in each case are to be issued under an indenture
(an "Indenture" and, collectively with any other indentures relating to other
Debt Securities and/or Additional Debt Securities (as defined), the
"Indentures") to be entered into among the issuer of the Debt Securities, the
Company and Banc One Trust Company, NA or another institution designated prior
to the issuance of any Debt Securities under such Indenture to serve as trustee
thereunder (a "Trustee" and, collectively with the trustees, if any, under other
Indentures, the "Trustees"); (ii) the Company's unconditional and irrevocable
guarantees of Debt Securities (the "Guarantees"); (iii) shares of the Company's
Common Stock, $.01 par value (the "Common Stock"); (iv) shares of the Company's
Preferred Stock, $.01 par value (the "Preferred Stock"), in one or more series;
(v) warrants to purchase Debt Securities (the "Debt Warrants") to be issued
pursuant to a warrant agreement relating to Debt Warrants and/or Additional Debt
Warrants (as defined), as the case may be (the "Debt Warrant Agreement"),
between the issuer of Debt Securities and/or the Additional Debt Securities, as
the case may be, to which the Debt Warrants and/or the Additional Debt Warrants
relate, the Company and a warrant agent (the "Debt Warrant Agent") to be
appointed prior to the issuance of Debt Warrants or Additional Debt Warrants;
(vi) warrants to purchase Common Stock (the "Common Stock Warrants") to be
issued pursuant to a warrant agreement relating to Common Stock Warrants and/or
Additional Common Stock Warrants (as defined), as the case may be (the "Common
Stock Warrant Agreement"), between the Company and a warrant agent (the "Common
Stock Warrant Agent") to be appointed prior to the issuance of Common Stock
Warrants or Additional Common Stock Warrants; and (vii) warrants to purchase
Preferred Stock (the "Preferred Stock Warrants", and, together with the Debt
Warrants and the Common Stock Warrants, the "Warrants") to be issued pursuant to
a warrant agreement relating to Preferred Stock Warrants and/or Additional
Preferred Stock Warrants (as defined), as the case may be (the "Preferred Stock
Warrant Agreement"), between the Company and a warrant agent (the "Preferred
Stock Warrant Agent") to be appointed prior to the issuance of Preferred Stock
Warrants or Additional Preferred Stock Warrants. The Debt Securities, the
Guarantees, the Common Stock, the Preferred Stock and the Warrants are
collectively referred to herein as the "Offered Securities."
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
For the purpose of rendering this opinion, we have examined (i) the
Registration Statement relating to the Offered Securities; (ii) the respective
forms of Indenture relating to the Toll Debt Securities and related Guarantees
(the "Toll Indenture"), the TFC Debt Securities and related Guarantees (the "TFC
Indenture") and the FHFC Debt Securities and related Guarantees (the "FHFC
Indenture"), each of which is being filed as an exhibit to the Registration
Statement; (iii) the Restated Articles of Incorporation of the Company, as
amended to date (the "Articles of Incorporation"); (iv) the Bylaws of the
Company as currently in effect (the "Bylaws"); and (v) certain resolutions
adopted by the respective Boards of Directors of the Company (the "Company
Board"), Toll (the "Toll Board"), TFC (the "TFC Board") and FHFC (the "FHFC
Board" and, collectively with the Company Board, the Toll Board and the TFC
Board, the "Registrants' Boards") relating to the issuance of the Offered
Securities and the authorization of the filing of an additional registration
statement (the "Additional Registration Statement") for the purpose of
registering for issuance and sale an additional amount of Offered Securities
pursuant to Rule 462(b) under the Securities Act (the "Additional Offered
Securities"). The Additional Offered Securities may consist of one or more of
the following: additional Debt Securities ("Additional Debt Securities"), which
may consist of additional Toll Debt Securities ("Additional Toll Debt
Securities"), additional TFC Debt Securities ("Additional TFC Debt Securities")
or additional FHFC Debt Securities ("Additional FHFC Debt Securities"),
additional Guarantees ("Additional Guarantees"), additional Common Stock
("Additional Common Stock"), additional Preferred Stock ("Additional Preferred
Stock"), additional Debt Warrants ("Additional Debt Warrants"), additional
Common Stock Warrants ("Additional Common Stock Warrants") and additional
Preferred Stock Warrants ("Additional Preferred Stock Warrants"). We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Registrants and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Registrants and others and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, we have assumed without independent verification
(i) the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents and (v) the power and authority of all
persons other than the Registrants signing such documents to execute, deliver
and perform such documents, and the valid authorization, execution and delivery
of such documents by such other persons. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers
or other representatives of the Registrants and others.
We are admitted to practice before the bar in the Commonwealth of
Pennsylvania and in the States of Delaware and New York and we do not express
any opinion as to the laws of any other jurisdiction other than the federal laws
of the United States of America to the extent referred to specifically herein.
The Offered Securities and any Additional Offered Securities may be issued from
time to time on a delayed or continuous basis, and this opinion is limited to
the laws, including applicable rules and regulations, in effect on the date
hereof. We assume no obligation to update this opinion.
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Based upon and subject to the foregoing, such examinations of law and
such other matters as we have deemed relevant under the circumstances, we are of
the opinion that, as of the date hereof:
1. The form of Toll Indenture filed as an exhibit to the Registration
Statement (the "Basic Toll Indenture") has been duly authorized by the Toll
Board. The Basic Toll Indenture and each other Indenture in the form of the
Basic Toll Indenture, as modified in accordance with duly adopted resolutions of
the Toll Board and the Company Board (in each case, including any appropriate
committee appointed thereby) to reflect the additional terms applicable to the
Toll Debt Securities and/or any Additional Toll Debt Securities and Guarantees
and/or any Additional Guarantees to which such Indenture relates, when executed
and delivered by Toll and the Company, will be a valid and binding agreement,
enforceable against Toll and the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
2. The form of TFC Indenture filed as an exhibit to the Registration
Statement (the "Basic TFC Indenture") has been duly authorized by the TFC Board.
The Basic TFC Indenture and each other Indenture in the form of the Basic TFC
Indenture, as modified in accordance with duly adopted resolutions of the TFC
Board and the Company Board (in each case, including any appropriate committee
appointed thereby) to reflect the additional terms applicable to the TFC Debt
Securities and/or any Additional TFC Debt Securities and Guarantees and/or any
Additional Guarantees to which such Indenture relates, when executed and
delivered by TFC and the Company, will be a valid and binding agreement,
enforceable against TFC and the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
3. The form of FHFC Indenture filed as an exhibit to the Registration
Statement (the "Basic FHFC Indenture") has been duly authorized by the FHFC
Board. The Basic FHFC Indenture and each other Indenture in the form of the
Basic FHFC Indenture, as modified in accordance with duly adopted resolutions of
the FHFC Board and the Company Board (in each case, including any appropriate
committee appointed thereby) to reflect the additional terms applicable to the
FHFC Debt Securities and/or any Additional FHFC Debt Securities and Guarantees
and/or any Additional Guarantees to which such Indenture relates, when executed
and delivered by FHFC and the Company, will be a valid and binding agreement,
enforceable against FHFC and the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
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4. With respect to any series of Debt Securities and/or Additional Debt
Securities and the related Guarantees and/or Additional Guarantees
(collectively, the "Offered Debt Securities"), when (i) if the Offered Debt
Securities are to be sold pursuant to a firm commitment underwritten offering,
the underwriting agreement with respect to the Offered Debt Securities (the
"Debt Underwriting Agreement") has been duly authorized, executed and delivered
by the issuer of the applicable Debt Securities and/or Additional Debt
Securities, the Company and the other parties thereto; (ii) if the Offered Debt
Securities are to be sold on an agency basis, the distribution agreement with
respect to the Offered Debt Securities (the "Debt Distribution Agreement") has
been duly authorized, executed and delivered by the issuer of the applicable
Debt Securities and/or Additional Debt Securities, the Company and the other
parties thereto; (iii) the Board of Directors of the issuer of the applicable
Debt Securities and/or Additional Debt Securities and the Company Board,
including in each case any appropriate committee appointed thereby, and
appropriate officers of the issuer of the applicable Debt Securities and/or
Additional Debt Securities and the Company have taken all necessary corporate
action to approve the issuance and terms of the Offered Debt Securities and
related matters; (iv) the terms of the Offered Debt Securities and of their
issuance and sale have been duly established in conformity with the Indenture
relating thereto so as not to violate any applicable law, the Articles of
Incorporation or Bylaws of the issuer of the applicable Debt Securities and/or
Additional Debt Securities or the Company or result in a default under or breach
of any agreement or instrument binding upon the issuer of the applicable Debt
Securities and/or Additional Debt Securities or the Company and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the issuer of the applicable Debt Securities and/or
Additional Debt Securities or the Company; (v) the applicable Indenture has been
duly executed and delivered by the issuer of the applicable Debt Securities
and/or Additional Debt Securities, the Company and the Trustee thereunder; and
(vi) the Offered Debt Securities have been duly executed and authenticated in
accordance with the provisions of the applicable Indenture and duly delivered to
the purchasers thereof upon payment of the agreed-upon consideration therefor,
the Offered Debt Securities, when issued and sold in accordance with the
applicable Indenture and the related Debt Underwriting Agreement or Debt
Distribution Agreement, if any, or any other duly authorized, executed and
delivered applicable purchase agreement, will be valid and binding obligations
of the issuer of the applicable Debt Securities and/or Additional Debt
Securities and the Company, enforceable against the issuer of the applicable
Debt Securities and/or Additional Debt Securities and the Company in accordance
with their respective terms, except to the extent that enforcement thereof may
be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity) and (c) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composite currency.
We note that, as of the date hereof, a judgment for money in an action
based on an Offered Debt Security denominated in a foreign currency, currency
unit or composite currency in a federal or state court in the United States
ordinarily would be enforced in the United States only in United States dollars.
The date used to determine the rate of conversion of the foreign currency,
currency unit or composite currency in which a particular Offered Debt Security
is denominated into United States dollars will depend upon various factors,
including which court renders the judgment.
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5. With respect to any shares of Common Stock and/or Additional Common
Stock (collectively, the "Offered Common Stock"), when (i) if the Offered Common
Stock is to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Offered Common Stock (the "Common
Stock Underwriting Agreement") has been duly authorized, executed and delivered
by the Company and the other parties thereto; (ii) if the Offered Common Stock
is to be sold on an agency basis, the distribution agreement with respect to the
Offered Common Stock (the "Common Stock Distribution Agreement") has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(iii) the Company Board, including any appropriate committee appointed thereby,
and the appropriate officers of the Company have taken all necessary corporate
action to approve the issuance and terms of issuance of the shares of Offered
Common Stock in conformity with the Company's Articles of Incorporation and
Bylaws, so as not to violate any applicable law, the Company's Articles of
Incorporation or Bylaws or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company; and (iv) certificates representing the shares of the Offered
Common Stock are duly executed, countersigned, registered and delivered upon
payment of the agreed-upon consideration therefor, the shares of the Offered
Common Stock, when issued and sold in accordance with the related Common Stock
Underwriting Agreement or Common Stock Distribution Agreement, if any, or any
other duly authorized, executed and delivered applicable purchase agreement,
will be duly authorized, validly issued, fully paid and nonassessable, provided
that the consideration therefor is not less than the par value thereof.
6. With respect to the shares of any series of Preferred Stock and/or
Additional Preferred Stock (collectively, the "Offered Preferred Stock"), when
(i) if the Offered Preferred Stock is to be sold pursuant to a firm commitment
underwritten offering, the underwriting agreement with respect to the shares of
the Offered Preferred Stock (the "Preferred Stock Underwriting Agreement") has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (ii) if the Offered Preferred Stock is to be sold on an agency
basis, the distribution agreement with respect to the Offered Preferred Stock
(the "Preferred Stock Distribution Agreement") has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iii) the
Company Board, including any appropriate committee appointed thereby, and the
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the shares of the Offered Preferred Stock and
related matters, including the adoption of a certificate of designations for the
Offered Preferred Stock in the form required by applicable law (the "Certificate
of Designations"); (iv) the filing of the Certificate of Designations with the
Secretary of State of the State of Delaware has duly occurred; (v) the terms of
the Offered Preferred Stock and of their issuance and sale have been duly
established in conformity with the Company's Articles of Incorporation, the
Certificate of Designations and the Company's Bylaws, so as not to violate any
applicable law, the Company's Articles of Incorporation, the Certificate of
Designations or the Company's Bylaws or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vi) certificates representing the shares of
the Offered Preferred Stock are duly executed, countersigned, registered and
delivered upon payment of the agreed-upon consideration therefor, the shares of
the Offered Preferred Stock, when issued and sold in accordance with the related
Preferred Stock Underwriting Agreement or Preferred Stock Distribution
Agreement, if any, or any other duly authorized, executed and delivered
applicable purchase agreement, will be duly authorized, validly issued, fully
paid and nonassessable, provided that the consideration therefor is not less
than the par value thereof.
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7. With respect to any Debt Warrants and/or Additional Debt Warrants
(collectively, the "Offered Debt Warrants"), when (i) if the Offered Debt
Warrants are to be sold pursuant to a firm commitment underwritten offering, the
Debt Underwriting Agreement with respect to the Offered Debt Warrants has been
duly authorized, executed and delivered by the issuer of the Debt Securities
and/or Additional Debt Securities to which the Offered Debt Warrants relate, the
Company and the other parties thereto; (ii) if the Offered Debt Warrants are to
be sold on an agency basis, the distribution agreement with respect to the
Offered Debt Warrants (the "Debt Warrant Distribution Agreement") has been duly
authorized, executed and delivered by the issuer of the Debt Securities and/or
Additional Debt Securities to which the Offered Debt Warrants relate, the
Company and the other parties thereto; (iii) the Board of Directors of the
issuer of the Debt Securities and/or Additional Debt Securities to which the
Offered Debt Warrants relate and the Company Board, including in each case any
appropriate committee appointed thereby, and appropriate officers of the issuer
of the Debt Securities and/or Additional Debt Securities to which the Offered
Debt Warrants relate and the Company have taken all necessary corporate action
to approve the issuance and terms of the Offered Debt Warrants and related
matters; (iv) the terms of the Offered Debt Warrants and of their issuance and
sale have been duly established in conformity with the Debt Warrant Agreement so
as not to violate any applicable law, the Articles of Incorporation or the
Bylaws of the issuer of the Debt Securities and/or Additional Debt Securities to
which the Offered Debt Warrants relate or the Company or result in a default
under or breach of any agreement or instrument binding upon the issuer of the
Debt Securities and/or Additional Debt Securities to which the Offered Debt
Warrants relate or the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the issuer of the Debt Securities and/or Additional Debt Securities to which the
Offered Debt Warrants relate or the Company; (v) the Debt Warrant Agreement has
been duly authorized, executed and delivered by the issuer of the Debt
Securities and/or Additional Debt Securities to which the Offered Debt Warrants
relate and the Company to the Debt Warrant Agent; (vi) the Debt Warrant
Agreement has been duly authorized, delivered and executed by the Debt Warrant
Agent; and (vii) the Offered Debt Warrants have been duly executed and
authenticated in accordance with the provisions of the Debt Warrant Agreement
and duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the Offered Debt Warrants, when issued and sold in
accordance with the Debt Warrant Agreement and the related Debt Underwriting
Agreement or Debt Warrant Distribution Agreement, if any, or any other duly
authorized, executed and delivered applicable purchase agreement, will be valid
and binding obligations of the issuer of the Debt Securities and/or Additional
Debt Securities to which the Offered Debt Warrants relate and the Company,
enforceable against the issuer of the Debt Securities and/or Additional Debt
Securities to which the offered Debt Warrants relate and the Company in
accordance with their respective terms, except to the extent that enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity) and (c) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composite currency.
We note that, as of the date hereof, a judgment for money in an action
based on a Debt Warrant or an Additional Debt Warrant to purchase a Debt
Security or an Additional Debt Security denominated in a foreign currency,
currency unit or composite currency in a federal or state court in the United
States ordinarily would be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion of the foreign
currency, currency unit or composite currency in which a particular Debt
Security or Additional Debt Security is denominated into United States dollars
will depend upon various factors, including which court renders the judgment.
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8. With respect to any Common Stock Warrants and/or Additional Common
Stock Warrants (collectively, the "Offered Common Stock Warrants"), when (i) if
the Offered Common Stock Warrants are to be sold pursuant to a firm commitment
underwritten offering, the Common Stock Underwriting Agreement with respect to
the Offered Common Stock Warrants has been duly authorized, executed and
delivered by the Company and the other parties thereto; (ii) if the Offered
Common Stock Warrants are to be sold on an agency basis, the distribution
agreement with respect to the Offered Common Stock Warrants (the "Common Stock
Warrant Distribution Agreement") has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iii) the Company Board,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the issuance
and terms of the Offered Common Stock Warrants and related matters; (iv) the
terms of the Offered Common Stock Warrants and of their issuance and sale have
been duly established in conformity with the Common Stock Warrant Agreement so
as not to violate any applicable law, the Company's Articles of Incorporation or
Bylaws or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company;
(v) the Common Stock Warrant Agreement has been duly authorized, executed and
delivered by the Company to the Common Stock Warrant Agent; (vi) the Common
Stock Warrant Agreement has been duly authorized, executed and delivered by the
Common Stock Warrant Agent; and (vii) the Offered Common Stock Warrants have
been duly executed and authenticated in accordance with the provisions of the
Common Stock Warrant Agreement and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Offered Common Stock
Warrants, when issued and sold in accordance with the Common Stock Warrant
Agreement and the related Common Stock Underwriting Agreement or Common Stock
Warrant Distribution Agreement, if any, or any other duly authorized, executed
and delivered applicable purchase agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity), provided that the per share consideration payable upon the exercise of
the Offered Common Stock Warrants is not less than the par value of the Common
Stock.
9. With respect to any Preferred Stock Warrants and/or Additional
Preferred Stock Warrants (collectively, the "Offered Preferred Stock Warrants"),
when (i) if the Offered Preferred Stock Warrants are to be sold pursuant to a
firm commitment underwritten offering, the Preferred Stock Underwriting
Agreement with respect to the Offered Preferred Stock Warrants has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(ii) if the Offered Preferred Stock Warrants are to be sold on an agency basis,
the distribution agreement with respect to the Offered Preferred Stock Warrants
(the "Preferred Stock Warrant Distribution Agreement") has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iii) the
Company Board, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Preferred Stock Warrants and
related matters; (iv) the terms of the Offered Preferred Stock Warrants and of
their issuance and sale have been duly established in conformity with the
Preferred Stock Warrant Agreement so as not to violate any applicable law, the
Company's Articles of Incorporation or Bylaws or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; (v) the Preferred Stock Warrant
Agreement has been duly authorized, executed and delivered by the Company to the
Preferred Stock Warrant Agent; (vi) the Preferred Stock Warrant Agreement has
been duly authorized, executed and delivered by the Preferred Stock Warrant
Agent; and (vii) the Offered Preferred Stock Warrants have been duly executed
and authenticated in accordance with the provisions of the Preferred Stock
Warrant Agreement and duly delivered to the purchasers thereof upon payment of
the agreed-upon consideration therefor, the Offered Preferred Stock Warrants,
when issued and sold in accordance with the Preferred Stock Warrant Agreement
and the related Preferred Stock Underwriting Agreement or Preferred Stock
Warrant Distribution Agreement, if any, or any other duly authorized, executed
and delivered applicable purchase agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity), provided that the per share consideration payable upon the exercise of
the Offered Preferred Stock Warrants is not less than the par value of the
Preferred Stock.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission.
Very truly yours,
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