EXHIBIT 5.01
AmerUs Group Co. Joseph K. Haggerty
699 Walnut Street Senior Vice President
Des Moines, IA 50309-3948 & General Counsel
Mailing Address:
P.O. Box 1555
Des Moines, IA 50306-1555 July 12, 2005
515/362-3689
515/362-3648 Fax
AMERUS
GROUP
AmerUs Group Co.
AmerUs Capital IV
AmerUs Capital V
AmerUs Group LLC I
AmerUs Group LLC II
c/o AmerUs Group Co.
699 Walnut Street
Des Moines, Iowa 50309
Facsimile No.: (515) 362-3648
Re: AmerUs Group Co.
AmerUs Capital IV
AmerUs Capital V
AmerUs Group LLC I
AmerUs Group LLC II
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
As Senior Vice President and General Counsel of AmerUs Group
Co., an Iowa corporation (the "Company"), and special counsel to AmerUs Capital
IV and AmerUs Capital V (together, the "Trusts"), each a statutory trust created
under the Delaware Statutory Trust Act, and special counsel to AmerUs Group LLC
I and AmerUs Group LLC II (together, the "LLCs"), each a limited liability
company created under the Delaware Limited Liability Company Act, I am
furnishing this opinion to you, in connection with the Registration Statement on
Form S-3 (the "Registration Statement") to be filed on the date hereof by the
Company, the Trusts and the LLCs 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
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
of the following securities of the Company with a proposed aggregate maximum
offering price of up to $1,500,000,000 or the equivalent thereof: (i) debt
securities representing unsecured obligations of the Company, which may be
senior debt securities (the "Senior Debt Securities") to be issued pursuant to a
senior indenture (the "Senior Indenture"), proposed to be entered into between
the Company and The Bank of New York Trust Company N.A., as trustee (the
"Institutional Trustee"), subordinated debt securities ("Subordinated Debt
Securities") to be issued pursuant to a subordinated indenture (the
"Subordinated Indenture"), proposed to be entered into between the Company and
the Institutional Trustee, or junior subordinated debt securities (the "Junior
Subordinated Debt Securities" and, together with the Senior Debt Securities and
the Subordinated Debt Securities, the "Debt Securities") to be issued pursuant
to a junior subordinated indenture (the "Junior Subordinated Indenture" and,
together with the Senior Indenture and the
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Subordinated Indenture, the "Indentures"), to be entered between the Company and
the Institutional Trustee; (ii) shares of preferred stock of the Company (the
"Preferred Stock"), no par value per share, in one or more series; (iii) shares
of common stock of the Company (the "Common Stock"), no par value per share;
(iv) depositary shares (the "Depositary Shares") representing an interest in the
Preferred Stock which may be issued pursuant to a Depositary Agreement (the
"Depositary Agreement") (the form of which will be filed by amendment to the
Registration Statement or by a report on Form 8-K pursuant to Item 601 of
Regulation S-K under the Act); (v) warrants (the "Warrants") representing the
right to receive, upon exercise, the Debt Securities, shares of the Common
Stock, shares of the Preferred Stock, Depositary Shares or securities of third
parties or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing, which may be issued pursuant to one or more warrant agreements (the
form of which will be filed by amendment to the Registration Statement or by a
report on Form 8-K pursuant to Item 601 of Regulation S-K under the Act),
proposed to be entered into with one or more warrant agents to be named; (vi)
stock purchase contracts (the "Stock Purchase Contracts") to purchase shares of
the Common Stock; (vii) stock purchase units (the "Stock Purchase Units"), each
representing ownership of a Stock Purchase Contract and Debt Securities,
Preferred Securities or debt obligations of third-parties, including U.S.
treasury securities or any combination of the foregoing, securing the holder's
obligation to purchase Common Stock or other securities under the Stock Purchase
Contracts; (viii) preferred securities of the Trusts (the "Trust Preferred
Securities"), which may be issued by the Trusts pursuant to their respective
Amended and Restated Trust Agreements, proposed to be entered into by the
Company and the Institutional Trustee (each, an "Amended and Restated Trust
Agreement"); (ix) preferred securities of the LLCs (the "LLC Preferred
Securities"), which may be issued by the LLCs pursuant to their respective
Amended and Restated Limited Liability Company Agreements, proposed to be
entered into by the Company (each, an "Amended and Restated Limited Liability
Company Agreement"), (x) guarantees of the Company (the "Preferred Securities
Guarantees") of the Trust Preferred Securities or the LLC Preferred Securities,
which may be issued in the form of a Preferred Securities Guarantee Agreement
proposed to be entered into by the Company and the Institutional Trustee, in the
case of Trust Preferred Securities, or by the Company and the respective LLCs,
in the case of LLC Preferred Securities (each, a "Guarantee Agreement") and (xi)
such indeterminate number of shares of Common Stock, Preferred Stock, or
Depositary Shares and such indeterminate principal amount of Debt Securities as
may be issuable upon conversion, exchange, settlement or exercise of any
Warrants, Debt Securities, Preferred Stock, Depositary Shares, Stock Purchase
Contracts or Stock Purchase Units (together, the "Convertible Securities"). The
Debt Securities, the Preferred Stock, the Common Stock, the Depositary Shares,
the Warrants, the Stock Purchase Contracts, the Stock Purchase Units, the Trust
Preferred Securities, the LLC Preferred Securities and the Preferred Securities
Guarantees, 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 under the Securities Act.
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I am a member of the Bar of the State of Iowa and an officer
and shareholder of the Company. I advise you that (a) I am also a shareholder of
Nyemaster, Goode, West, Hansell & O'Brien, P.C. and (b) other shareholders of
Nyemaster, Goode, West, Hansell & O'Brien, P.C. are also investors in the
Company.
In connection with this opinion, I have, or an attorney
supervised by me has, examined and is familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate in connection with this opinion, including:
(a) the Registration Statement;
(b) the form of each of the Indentures, each filed as an
exhibit to the Registration Statement;
(c) the form of each of the Guarantee Agreements, each
filed as an exhibit to the Registration Statement;
(d) the Amended and Restated Articles of Incorporation
(the "Amended and Restated Articles of Incorporation") of the Company, as
currently in effect;
(e) the Amended and Restated By-laws of the Company (the
"Amended and Restated By-laws"), as currently in effect;
(f) the specimen certificate ("Specimen Certificate")
evidencing the Common Stock of the Company; and
(g) certain resolutions adopted by the Board of Directors
of the Company (the "Board of Directors") relating to the Offered Securities;
In my examinations, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, conformed, photostatic or facsimile
copies and the authenticity of the originals of such documents. In making my
examination of executed documents or documents to be executed, I have assumed
that the parties thereto, other than the Company, have been duly organized and
are and will continue to be validly existing and, where applicable, in good
standing under the laws of their respective jurisdictions of incorporation or
organization, and had or will have the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute or
will constitute valid and binding obligations of such parties.
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I have also assumed that each of the Indentures, the Preferred
Securities Guarantees and the Guarantee Agreements will be executed and
delivered in substantially the form reviewed by me. In addition, I have assumed
that the terms of the Offered Securities will have been established so as not
to, and that the execution and delivery by the Company and the Trusts, as
applicable, of, and the performance of their respective obligations under, the
Indentures, the Offered Securities, the Guarantee Agreements, any warrant
agreement and any purchase contract agreement, will not violate, conflict with
or constitute a default under (i) any agreement or other instrument to which the
Company, the Trusts, the LLCs or their respective properties are subject; (ii)
any law, rule or regulation to which the Company, any of the Trusts or any of
the LLCs is subject; (iii) any judicial or regulatory order or decree of any
governmental authority; or (iv) any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any governmental
authority.
I have also assumed that (i) prior to the issuance of any
Offered Securities, the Company will have duly authorized the issuance and terms
of the Offered Securities under Iowa law; (ii) prior to the issuance of any
Offered Securities, each of the Indentures, the Guarantee Agreements, any
warrant agreement and any purchase contract agreement, as applicable, and each
certificate or other executed document evidencing Offered Securities, will be
duly authorized, executed and delivered by the Company under Iowa law; (iii) the
choice of New York law in each of the Indentures, the Guarantee Agreements, and,
if applicable, any warrant agreement or purchase contract agreement is legal and
valid under the laws of other applicable jurisdictions; (iv) the execution and
delivery by the Company of each of the Indentures, each Guarantee Agreement, any
warrant agreement, any purchase contract agreement and each other certificate or
executed document evidencing Offered Securities and the performance by the
Company of its obligations thereunder did not and will not violate or conflict
with any laws of Iowa; (v) the Company has and will have otherwise complied with
all aspects of the laws of Iowa in connection with the issuance of the Offered
Securities as contemplated by the Registration Statement; (vi) the stock
certificates evidencing the Preferred Stock to be issued will be in a form that
complies with, and the terms of such Preferred Stock will be duly established in
accordance with the Iowa Business Corporate Act (the "IBCA"); and (vii) the
stock certificate evidencing any Common Stock issued will conform to the
Specimen Certificate which I examined and will be duly executed and delivered.
As to any facts material to the opinions expressed herein that I did not
independently establish or verify, I have relied upon oral or written statements
and representations of officers and other representatives of the Company, the
Trusts and others.
My opinions set forth below are limited to the laws of the
State of Iowa, and I do not express any opinion herein concerning any other
law.
Based on the foregoing and subject to the qualifications
stated herein, I am of the opinion that:
1. With respect to any series of Debt Securities to be
offered pursuant to the Registration Statement (the "Offered Debt Securities"),
when (i) the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under
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the Act and the applicable Indenture has been qualified under the Trust
Indenture Act of 1939, as amended; (ii) an appropriate prospectus supplement or
term sheet with respect to the Offered Debt Securities has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder; (iii) if the Offered Debt Securities are to be sold
pursuant to a firm commitment underwritten offering, an underwriting agreement
with respect to the Offered Debt Securities has been duly authorized, executed
and delivered by the Company and the other parties thereto; (iv) the Board of
Directors of the Company, 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 Debt Securities and
related matters; (v) the terms of the Offered Debt Securities and of their
issuance and sale have been duly established in conformity with the applicable
Indenture; and (vi) the applicable Indenture has been duly executed and
delivered by each party thereto and the Offered Debt Securities have been duly
executed and authenticated in accordance with the provisions of the applicable
Indenture, duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor and duly issued and sold in the applicable
form to be filed as an exhibit to the Registration Statement or any amendment
thereto and in the manner contemplated in the Registration Statement or any
prospectus supplement or term sheet relating thereto, the Offered Debt
Securities (including any Debt Securities duly issued upon conversion, exchange
or exercise of any Convertible Securities), when issued and sold in accordance
with the applicable Indenture and the applicable underwriting agreement, if any,
or any other duly authorized, executed and delivered valid and binding
underwriting or agency agreement, will be duly authorized.
2. With respect to the shares of any series of Preferred
Stock (the "Offered Preferred Stock"), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become
effective under the Act; (ii) an appropriate prospectus supplement or term sheet
with respect to the shares of the Offered Preferred Stock has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder; (iii) 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 has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(iv) the Board of Directors, 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 shares of the Offered
Preferred Stock and related matters, including the adoption of a Certificate of
Amendment to the Amended and Restated Certificate of Incorporation for the
Offered Preferred Stock (the "Certificate of Amendment") in accordance with the
applicable provisions of the IBCA; (v) the filing of the Certificate of
Amendment with the Secretary of State of the State of Iowa has duly occurred;
(vi) the terms of the Offered Preferred Stock and of their issuance and sale
have been duly established in conformity with the Amended and Restated
Certificate of Incorporation, including the Certificate of Amendment relating to
the Offered Preferred Stock, and the Amended and Restated By-laws of the
Company, so as not to violate any applicable law, the Amended and Restated
Certificate of Incorporation or the Amended and Restated By-laws 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;
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and (vii) certificates in the form required under the IBCA 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, including any Preferred Stock duly
issued upon conversion, exchange or exercise of any Convertible Securities, when
issued or sold in accordance with the applicable underwriting agreement or any
other duly authorized, executed and delivered valid and binding purchase or
agency agreement, will be duly authorized, validly issued, fully paid and
nonassessable. In rendering the opinion set forth in this paragraph 2, I have
assumed that, at the time of issuance of any shares of Preferred Stock upon
conversion, exchange, exercise or settlement of any Convertible Securities, the
Amended and Restated Articles of Incorporation, the Amended and Restated By-Laws
and the IBCA shall not have been amended so as to affect the validity of such
issuance.
3. With respect to any offering of Common Stock by the
Company (the "Offered Common Stock"), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become
effective under the Act; (ii) an appropriate prospectus supplement or term sheet
with respect to the Offered Common Stock has been prepared, delivered and filed
in compliance with the Act and the applicable rules and regulations thereunder;
(iii) 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 has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance of the Offered
Common Stock and related matters; (v) the terms of the issuance and sale of the
Offered Common Stock have been duly established in conformity with the Amended
and Restated Certificate of Incorporation and the Amended and Restated By-laws
so as not to violate any applicable law, the Amended and Restated Certificate of
Incorporation or the Amended and Restated By-laws 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 in the form
required under the IBCA representing the shares of Offered Common Stock are duly
executed, countersigned, registered and delivered upon payment of the agreed
upon consideration therefor, the shares of Offered Common Stock (including any
Common Stock duly issued upon conversion, exchange or exercise of any
Convertible Securities), when issued and sold in accordance with the applicable
underwriting agreement with respect to the Offered Common Stock or any other
duly authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized, validly issued, fully paid and
nonassessable. In rendering the opinion set forth in this paragraph 3, I have
assumed that, at the time of issuance of any shares of Common Stock upon
conversion, exchange, exercise or settlement of any Convertible Securities, the
Amended and Restated Articles of Incorporation, the Amended and Restated By-Laws
and the IBCA shall not have been amended so as to affect the validity of such
issuance.
4. With respect to any Depositary Shares to be offered
pursuant to the Registration Statement (the "Offered Depositary Shares"), when
(i) the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under
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the Act; (ii) an appropriate prospectus supplement or term sheet with respect to
the Offered Depositary Shares has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations thereunder;
(iii) if the Offered Depositary Shares are to be sold pursuant to a firm
commitment underwritten offering, a purchase agreement with respect to the
Offered Depositary Shares has been duly authorized, executed and delivered by
the Company and the other parties thereto; (iv) the terms of the Offered
Depositary Shares and of their issuance and sale have been duly established in
conformity with the applicable Depositary Agreement relating to such Offered
Depositary Shares and the Offered Depositary Shares have been duly executed and
countersigned in accordance with the provisions of the applicable Depositary
Agreement and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor; (v) the shares of Preferred Stock or Common
Stock relating to such Offered Depositary Shares have been duly issued and paid
for in the manner contemplated in the Registration Statement and any prospectus
supplement relating thereto; and (vi) the receipts evidencing such Offered
Depositary Shares are duly issued against the deposit of such Preferred Stock or
Common Stock in accordance with the Depositary Agreement, such receipts will be
validly issued and will entitle the holders thereof to the rights specified
therein and in the Depositary Agreement, the Offered Depositary Shares
(including any Depositary Shares duly issued upon conversion, exchange or
exercise of any Convertible Securities), when issued and sold in accordance with
the applicable Depositary Agreement and the applicable purchase agreement or any
other duly authorized, executed and delivered valid and binding purchase or
agency agreement, will be duly authorized.
5. With respect to any series of Warrants to be offered
pursuant to the Registration Statement (the "Offered Warrants"), when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the Offered
Warrants has been prepared, delivered and filed in compliance with the Act and
the applicable rules and regulations thereunder; (iii) if the Offered Warrants
are to be sold pursuant to a firm commitment underwritten offering, a purchase
agreement with respect to the Offered Warrants has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iv) the
applicable warrant agreement has been duly authorized, executed and delivered by
the Company and the other parties thereto; and (v) the Offered Warrants have
been duly executed and delivered by the Company to the purchasers thereof upon
payment of the agreed-upon consideration therefor in the manner contemplated in
the Registration Statement or any prospectus supplement or term sheet relating
thereto, the Offered Warrants (including any Warrants duly issued upon
conversion, exchange or exercise of any Convertible Securities), when issued and
sold in accordance with the applicable warrant agreement and the applicable
purchase agreement or any other duly authorized, executed and delivered valid
and binding purchase or agency agreement, will be duly authorized.
6. With respect to any Stock Purchase Contracts to be
offered pursuant to the Registration Statement (the "Offered Stock Purchase
Contracts"), when (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), has become effective under the Act;
(ii) an appropriate prospectus supplement or term sheet with respect to the
Offered Stock Purchase Contracts has been prepared, delivered and filed in
compliance with
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the Act and the applicable rules and regulations thereunder; (iii) if the
Offered Stock Purchase Contracts are to be sold pursuant to a firm commitment
underwritten offering, a purchase agreement with respect to the Offered Stock
Purchase Contracts has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iv) the applicable purchase contract
agreement has been duly authorized, executed and delivered by the Company and
the other parties thereto; and (vi) the terms of the Offered Stock Purchase
Contracts and of the issuance and sale thereof have been duly established in
conformity with the applicable purchase contract agreement, including all
necessary corporate action to authorize the issuance and terms of the Offered
Stock Purchase Contracts that are a component of the Stock Purchase Units
(including authorization of the issuance of the Common Stock, the Preferred
Stock or the Debt Securities to be issued pursuant to such Offered Stock
Purchase Contracts) and the Offered Stock Purchase Contracts have been duly
executed and authenticated in accordance with the provisions of the applicable
purchase contract agreement and duly delivered to the purchasers thereof upon
the payment of the agreed-upon consideration therefor in the manner contemplated
in the Registration Statement or any prospectus supplement or term sheet
relating thereto, the Offered Stock Purchase Contracts, when issued and sold in
accordance with the applicable purchase contract agreement and the applicable
purchase agreement, or any other duly authorized, executed and delivered valid
and binding purchase or agency agreement, will be duly authorized.
7. With respect to any Stock Purchase Units to be
offered pursuant to the Registration Statement (the "Offered Stock Purchase
Units"), when (i) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective under the Act; (ii)
an appropriate prospectus supplement or term sheet with respect to the Offered
Stock Purchase Units has been prepared, delivered and filed in compliance with
the Act and the applicable rules and regulations thereunder; (iii) if the
Offered Stock Purchase Units are to be sold pursuant to a firm commitment
underwritten offering, a purchase agreement with respect to the Offered Stock
Purchase Units has been duly authorized, executed and delivered by the Company
and the other parties thereto; and (iv) the terms of the Offered Stock Purchase
Units and the related Stock Purchase Contracts and of their issuance and sale
have been duly established, in conformity with the applicable purchase contract
agreements that are a component of the Offered Stock Purchase Units (including
authorization of the issuance of the Common Stock, the Preferred Stock or the
Debt Securities to be issued pursuant to such Stock Purchase Contracts), and the
applicable stock purchase contracts have been duly executed and authenticated in
accordance with the provisions of the applicable purchase contract agreement and
duly delivered to the purchasers thereof upon the payment of the agreed-upon
consideration therefor in the manner contemplated in the Registration Statement
or any prospectus supplement or term sheet relating thereto, the Offered Stock
Purchase Units, when issued and sold in accordance with the applicable purchase
contract agreement and the applicable purchase agreement, or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized.
8. With respect to the Preferred Securities Guarantees
to be offered pursuant to the Registration Statement (the "Offered Preferred
Securities Guarantees"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective
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amendments), has become effective under the Act; (ii) an appropriate prospectus
supplement or term sheet with respect to the Trust Preferred Securities to be
offered pursuant to the Registration Statement (the "Offered Trust Preferred
Securities") or the LLC Preferred Securities to be offered pursuant to the
Registration Statement (the "Offered LLC Preferred Securities"), as the case may
be, and the related Offered Preferred Securities Guarantees has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder; (iii) if the Offered Trust Preferred Securities or the
Offered LLC Preferred Securities, as the case may be, are to be sold pursuant to
a firm commitment underwritten offering, a purchase agreement with respect to
the applicable Offered Trust Preferred Securities or the Offered LLC Preferred
Securities, as the case may be, and the related Offered Preferred Securities
Guarantee has been duly authorized, executed and delivered by the applicable
Trust or LLC, as the case may be, and the other parties thereto; and (iv) the
terms of the Offered Preferred Securities Guarantee have been duly established
in conformity with the applicable Guarantee Agreement and the Offered Preferred
Securities Guarantees have been duly executed and countersigned in accordance
with the provisions of the applicable Guarantee Agreement and duly issued in the
manner contemplated in the Registration Statement or any prospectus supplement
or term sheet relating thereto, the Offered Preferred Securities Guarantees,
when issued in accordance with the applicable Guarantee Agreement and Amended
and Restated Trust Agreement or the Amended and Restated Limited Liability
Company Agreement, as the case may be, and the applicable purchase agreement, if
any, or any other duly authorized, executed and delivered valid and binding
underwriting or agency agreement, will be duly authorized.
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I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to the
reference to me under the heading "Validity of Securities" in the Registration
Statement. In giving this consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission. This opinion is expressed as
of the date hereof unless otherwise expressly stated, and I disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ Joseph K. Haggerty, Esq.