WOULD, IN EITHER CASE, DEFINE, SUPPLEMENT OR QUALIFY THE TERMS OF
THE PURCHASE AGREEMENT.
ARTICLE XXVTHE CONSTITUTIONALITY OR VALIDITY OF A RELEVANT STATUTE, RULE,
REGULATION OR AGENCY ACTION IS NOT IN ISSUE.
ARTICLE XXVIALL PARTIES TO THE TRANSACTIONS WILL ACT IN ACCORDANCE WITH, AND
WILL REFRAIN FROM TAKING ANY ACTION THAT IS FORBIDDEN BY, THE TERMS AND
CONDITIONS OF THE PURCHASE AGREEMENT.
ARTICLE XXVIIALL AGREEMENTS OTHER THAN THE PURCHASE AGREEMENT (IF ANY) WITH
RESPECT TO WHICH WE HAVE
PROVIDED ADVICE IN OUR LETTER OR REVIEWED IN CONNECTION WITH OUR LETTER WOULD BE
ENFORCED AS WRITTEN.
ARTICLE XXVIIITHE PARTNERSHIP WILL NOT IN THE FUTURE TAKE ANY DISCRETIONARY
ACTION (INCLUDING A DECISION NOT TO ACT) PERMITTED UNDER THE PURCHASE AGREEMENT
THAT WOULD RESULT IN A VIOLATION OF LAW OR CONSTITUTE A BREACH OR DEFAULT UNDER
ANY OTHER AGREEMENTS OR COURT ORDERS TO WHICH THE PARTNERSHIP MAY BE SUBJECT.
ARTICLE XXIXTHE PARTNERSHIP HAS OBTAINED (AND WILL IN THE FUTURE OBTAIN) ALL
PERMITS AND GOVERNMENTAL APPROVALS REQUIRED, AND HAS TAKEN (AND WILL IN THE
FUTURE TAKE) ALL ACTIONS REQUIRED, RELEVANT TO THE CONSUMMATION OF THE
TRANSACTIONS OR PERFORMANCE OF THE PURCHASE AGREEMENT.
ARTICLE XXXALL INFORMATION REQUIRED TO BE DISCLOSED IN CONNECTION WITH ANY
CONSENT OR APPROVAL BY THE PARTNERSHIP'S GENERAL PARTNER OR PARTNERS (OR SIMILAR
GOVERNING BODIES) AND ALL OTHER INFORMATION REQUIRED TO BE DISCLOSED IN
CONNECTION WITH ANY ISSUE RELEVANT TO OUR OPINIONS HAS IN FACT BEEN FULLY AND
FAIRLY DISCLOSED TO ALL PERSONS TO WHOM IT IS REQUIRED TO BE DISCLOSED.
B-2
EXHIBIT 8.6.1
Schedule C
Excluded Law and Legal Issues
None of the opinions or advice contained in our letter covers or otherwise
addresses any of the following laws, regulations or other governmental
requirements or legal issues:
2.
FEDERAL SECURITIES LAWS AND REGULATIONS
(INCLUDING THE INVESTMENT COMPANY ACT OF 1940 AND ALL OTHER LAWS AND REGULATIONS
ADMINISTERED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION), STATE
"BLUE SKY" LAWS AND REGULATIONS, AND LAWS AND REGULATIONS RELATING TO COMMODITY
(AND OTHER) FUTURES AND INDICES AND OTHER SIMILAR INSTRUMENTS;
ARTICLE XXXIPENSION AND EMPLOYEE BENEFIT LAWS AND REGULATIONS (E.G., ERISA);
ARTICLE XXXIIFEDERAL AND STATE ANTITRUST AND UNFAIR COMPETITION LAWS AND
REGULATIONS;
ARTICLE XXXIIIFEDERAL AND STATE LAWS AND REGULATIONS CONCERNING FILING AND
NOTICE REQUIREMENTS OTHER THAN REQUIREMENTS APPLICABLE TO CHARTER-RELATED
DOCUMENTS SUCH AS A CERTIFICATE OF MERGER;
ARTICLE XXXIVCOMPLIANCE WITH FIDUCIARY DUTY REQUIREMENTS;
ARTICLE XXXVTHE STATUES AND ORDINANCES, THE ADMINISTRATIVE DECISIONS AND THE
RULES AND REGULATIONS OF COUNTIES, TOWNS, MUNICIPALITIES AND SPECIAL POLITICAL
SUBDIVISIONS (WHETHER CREATED OR ENABLED THROUGH LEGISLATIVE ACTION AT THE
FEDERAL, STATE OR REGIONAL LEVEL - E.G., WATER AGENCIES, JOINT POWER DISTRICTS,
TURNPIKE AND TOLLROAD AUTHORITIES, RAPID TRANSIT DISTRICTS OR AUTHORITIES, AND
PORT AUTHORITIES) AND JUDICIAL DECISIONS TO THE EXTENT THAT THEY DEAL WITH ANY
OF THE FOREGOING;
ARTICLE XXXVITHE CHARACTERIZATION OF A TRANSACTION AS ONE INVOLVING THE CREATION
OF A LIEN ON REAL PROPERTY OR A SECURITY INTEREST IN PERSONAL PROPERTY, THE
CHARACTERIZATION OF A CONTRACT AS ONE IN A FORM SUFFICIENT TO CREATE A LIEN OR A
SECURITY