(D)
CREATION OR IMPOSITION OF ANY CONTRACTUAL LIEN OR SECURITY INTEREST IN, ON
OR AGAINST THE ASSETS OF ANY LOAN PARTY UNDER ANY OF THE AGREEMENTS,
INSTRUMENTS, INDENTURES OR OTHER DOCUMENTS LISTED ON SCHEDULE 6.1(G) OR SCHEDULE
6.1(H) TO THE TERM LOAN AGREEMENT TO WHICH SUCH LOAN PARTY IS A PARTY OR BY
WHICH SUCH LOAN PARTY OR ITS RESPECTIVE ASSETS IS BOUND; OR
(E)
VIOLATION OF ANY JUDICIAL OR ADMINISTRATIVE DECREE, WRIT, JUDGMENT OR
ORDER TO WHICH, TO OUR KNOWLEDGE, ANY LOAN PARTY OR ITS RESPECTIVE ASSETS ARE
SUBJECT.
7.
THE EXECUTION, DELIVERY
AND PERFORMANCE BY EACH OF THE LOAN PARTIES OF EACH LOAN DOCUMENT TO WHICH IT IS
A PARTY, AND THE CONSUMMATION BY THE LOAN PARTIES OF THE TRANSACTIONS
THEREUNDER, DO NOT AND WILL NOT REQUIRE ANY REGISTRATION WITH, CONSENT OR
APPROVAL OF, OR NOTICE TO, OR OTHER ACTION TO, WITH OR BY, ANY GOVERNMENTAL
AUTHORITY OF THE UNITED STATES OF AMERICA, THE COMMONWEALTH OF MASSACHUSETTS OR
THE STATE OF NEW YORK OR BY ANY GOVERNMENTAL AUTHORITY OF THE STATE OF DELAWARE
PURSUANT TO THE GENERAL CORPORATION LAW OR THE REVISED UNIFORM LIMITED
PARTNERSHIP ACT OF THE STATE OF DELAWARE.
8.
TO OUR KNOWLEDGE THERE
IS NO (I) UNDISCHARGED JUDGMENT WHICH HAS BEEN ENTERED AGAINST ANY LOAN PARTY,
THE SATISFACTION OF WHICH, OR (II) ACTION, SUIT, PROCEEDING OR INVESTIGATION
BEFORE OR BY ANY FEDERAL OR STATE COURT, AGENCY OR OTHER GOVERNMENTAL OR
ADMINISTRATIVE BOARD OR BODY, PENDING OR THREATENED, AGAINST ANY OF THE LOAN
PARTIES IN WHICH AN UNFAVORABLE DECISION, RULING OR FINDING, WOULD
F-1-5
MATERIALLY ADVERSELY AFFECT THE BUSINESS OR PROPERTIES OR FINANCIAL CONDITION OF
THE LOAN PARTIES, CONSIDERED AS A CONSOLIDATED WHOLE, OR THE VALIDITY OR
ENFORCEABILITY OF ANY OF THE LOAN DOCUMENTS.
9.
NONE OF THE LOAN
PARTIES IS, OR, AFTER GIVING EFFECT TO THE LOANS, IF MADE ON THE DATE HEREOF,
WOULD BE, SUBJECT TO REGULATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE FEDERAL POWER ACT OR THE INVESTMENT COMPANY ACT OF 1940, EACH AS
AMENDED, OR TO ANY FEDERAL OR MASSACHUSETTS STATUTE OR REGULATION SPECIFICALLY
LIMITING ITS ABILITY TO INCUR INDEBTEDNESS FOR BORROWED MONEY.
10.
ASSUMING THAT BORROWER
APPLIES THE PROCEEDS OF THE LOANS AS PROVIDED IN THE TERM LOAN AGREEMENT, THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS DO NOT VIOLATE THE PROVISIONS OF
REGULATIONS T, U OR X OF THE FEDERAL RESERVE BOARD.
11.
THE CONSIDERATION TO BE PAID
TO THE LENDER FOR THE FINANCIAL ACCOMMODATIONS TO BE PROVIDED TO THE LOAN
PARTIES PURSUANT TO THE TERM LOAN AGREEMENT DOES NOT VIOLATE ANY LAW OF THE
STATE OF NEW YORK RELATING TO INTEREST AND USURY.
This opinion is furnished to you solely for your benefit in connection with the
consummation of the transactions contemplated by the Term Loan Agreement and may
not be relied upon by any other person or entity, other than an Assignee of a
Lender, or for any other purpose without our express, prior written consent.
All of the opinions set forth herein are