DISCLOSED THEREIN,
AND ALL ADJUSTMENTS NECESSARY FOR A FAIR PRESENTATION OF RESULTS FOR SUCH
PERIODS HAVE BEEN MADE. THE SUMMARY FINANCIAL AND STATISTICAL DATA OF THE
COMPANY INCLUDED IN THE REGISTRATION STATEMENT PRESENT FAIRLY THE INFORMATION
SHOWN THEREIN AND SUCH DATA HAVE BEEN COMPILED ON A BASIS CONSISTENT WITH THE
FINANCIAL STATEMENTS PRESENTED THEREIN.
5.13.
PRICEWATERHOUSECOOPERS LLP, WHO HAS CERTIFIED CERTAIN
OF THE FINANCIAL STATEMENTS FILED WITH THE COMMISSION AS PART OF THE
REGISTRATION STATEMENT, ARE INDEPENDENT PUBLIC ACCOUNTANTS AS REQUIRED BY THE
SECURITIES ACT AND THE RULES AND REGULATIONS.
5.14.
ALL MATERIAL CONTRACTS FILED WITH THE COMMISSION AND
TO WHICH THE COMPANY OR A SUBSIDIARY OF THE COMPANY IS A PARTY HAVE BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY THE COMPANY OR SUCH SUBSIDIARY, CONSTITUTE
VALID AND BINDING AGREEMENTS OF THE COMPANY OR SUCH SUBSIDIARY, AND ARE
ENFORCEABLE AGAINST THE COMPANY OR SUCH SUBSIDIARY IN ACCORDANCE WITH THE TERMS
THEREOF, SUBJECT TO THE EFFECT OF APPLICABLE BANKRUPTCY, INSOLVENCY OR SIMILAR
LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND EQUITABLE PRINCIPLES OF GENERAL
APPLICABILITY.
5.15.
THERE IS NO ACTION, SUIT, CLAIM OR PROCEEDING PENDING
OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST THE COMPANY OR ANY OF
ITS SUBSIDIARIES BEFORE ANY COURT OR ADMINISTRATIVE AGENCY OR OTHERWISE WHICH IF
DETERMINED ADVERSELY TO THE COMPANY OR ITS SUBSIDIARIES MIGHT RESULT IN ANY
MATERIAL ADVERSE EFFECT OR ADVERSELY AFFECT THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY; AND, TO THE BEST OF THE COMPANY'S KNOWLEDGE, NO SUCH
PROCEEDINGS ARE THREATENED.
5.16.
ANY LEASES OF REAL PROPERTY AND BUILDINGS THAT ARE
MATERIAL TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES ARE HELD BY THEM
UNDER VALID, SUBSISTING AND ENFORCEABLE LEASES WITH SUCH EXCEPTIONS AS ARE NOT
MATERIAL AND DO NOT INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF SUCH
PROPERTY AND BUILDINGS BY THE COMPANY AND ITS SUBSIDIARIES.
5.17.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS
SUSTAINED SINCE THE DATE OF THE LATEST UNAUDITED FINANCIAL STATEMENTS INCLUDED
IN THE PROSPECTUS ANY LOSS OR INTERFERENCE WITH ITS BUSINESS FROM FIRE,
EXPLOSION, FLOOD OR OTHER CALAMITY, WHETHER OR NOT COVERED BY INSURANCE, OR FROM
ANY LABOR DISPUTE OR COURT OR GOVERNMENTAL ACTION, ORDER OR DECREE, OTHERWISE
THAN AS SET FORTH OR CONTEMPLATED IN THE PROSPECTUS THAT WOULD INDIVIDUALLY OR
IN THE AGGREGATE RESULT IN A MATERIAL ADVERSE EFFECT; AND, SINCE THE DATE OF THE
LATEST UNAUDITED FINANCIAL STATEMENTS INCLUDED IN THE PROSPECTUS, OR AS
OTHERWISE DISCLOSED IN THE PROSPECTUS, THERE HAS NOT BEEN ANY CHANGE IN THE
CAPITAL STOCK OR LONG-TERM DEBT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THERE
HAVE BEEN NO TRANSACTIONS ENTERED INTO BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OTHER THAN THOSE IN THE ORDINARY COURSE OF BUSINESS, THAT WOULD
INDIVIDUALLY OR IN THE AGGREGATE RESULT IN A MATERIAL ADVERSE EFFECT THE COMPANY
AND ITS SUBSIDIARIES CONSIDERED AS ONE ENTERPRISE AND WHICH ARE REQUIRED TO BE
DISCLOSED IN THE PROSPECTUS, THERE HAS BEEN NO DIVIDEND OR DISTRIBUTION OF ANY
KIND DECLARED, PAID OR MADE BY