proceeding has been brought in an inconvenient forum or a
forum lacking subject matter jurisdiction;
(h) for purposes of my opinion set forth in paragraph 5 above, I have assumed
(a) the accuracy of the representations and warranties and compliance with the
agreements made by the Dealer in the Dealer Agreement (b) compliance by the
Dealer with the offering and transfer procedures and restrictions required by
the Dealer Agreement including, without limitation, the delivery to each
purchaser of the Notes of an offering memorandum containing a legend restricting
offers, sales and resales of the Notes in the form required by the Dealer
Agreement and (c) the accuracy of the representations and warranties made in
accordance with such offering memorandum by the initial purchasers of the Notes;
and
(i) I express no opinion as to the enforceability of Section 7.3(a) of the
Dealer Agreement.
At the request of the Company, this opinion letter is, pursuant to Section 3.6
of the Dealer Agreement, provided to you by me in my capacity as in-house
counsel of the Company and may not be relied upon by any person for any purpose
other than in connection with the transactions contemplated by the Dealer
Agreement without, in each instance, my prior written consent. No opinion is
implied or is to be inferred beyond the opinions expressly stated above. I
assume no obligation to update this letter for events, changes in law or
circumstances occurring after the date of this opinion.
Very truly yours,
5
Schedule I to Opinion
Addressees
Banc of America Securities LLC, as Dealer for the Notes
6
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR" AND (2)(i) PURCHASING NOTES FOR ITS OWN
ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND
LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE
ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE
MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT
OR FOR ONE