TRANSACTIONS
GUIDE AS UPDATED IN OUR RECORDS THROUGH APRIL 22, 2004.
SOLELY WITH RESPECT TO
CERTAIN OF THE OPINIONS SET FORTH IN PARAGRAPH 16, ABOVE, OUR OPINION IS ALSO
BASED ON THE CALIFORNIA UCC, AS COMPILED IN THE 2 CCH SECURED TRANSACTIONS GUIDE
AS UPDATED IN OUR RECORDS THROUGH APRIL 22, 2004.
NO OPINION SET FORTH IN
PARAGRAPH 16, ABOVE, IS GIVEN WITH RESPECT TO THE CONSTITUTION OR STATUTES OF
CALIFORNIA, OTHER THAN THE CALIFORNIA UCC, WITH RESPECT TO CASES DECIDED UNDER
THE CALIFORNIA UCC OR OTHER LAWS OF THE STATE OF CALIFORNIA, OR WITH RESPECT TO
ANY PROVISION OF THE CALIFORNIA UCC THAT HAS BEEN AMENDED SUBSEQUENT TO, OR
DIFFERS FROM, THE COMPILATIONS THEREOF IN THE 2 CCH SECURED
18
Transactions Guide as updated in our records through April 22, 2004.
Solely
with respect to certain of the opinions set forth in paragraph 22, above, our
opinion is also based on the Texas UCC, as compiled in the 6 CCH Secured
Transactions Guide as updated in our records through April 22, 2004.
No opinion
set forth in paragraph 22 , above, is given with respect to the constitution or
statutes of Texas, other than the Texas UCC, with respect to cases decided under
the Texas UCC or other laws of the State of Texas, or with respect to any
provision of the Texas UCC that has been amended subsequent to, or differs from,
the compilations thereof in the 6 CCH Secured Transactions Guide as updated in
our records through April 22, 2004.
(B)
OUR OPINIONS ARE SUBJECT TO THE EFFECT OF
BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, FRAUDULENT
TRANSFER, STATUTES OF LIMITATION, OR OTHER SIMILAR LAWS AND JUDICIAL DECISIONS
AFFECTING OR RELATING TO THE RIGHTS OF CREDITORS GENERALLY, AND ARE FURTHER
SUBJECT TO THE EFFECT OF GENERAL PRINCIPLES OF EQUITY, INCLUDING, WITHOUT
LIMITATION, CONCEPTS OF MATERIALITY, REASONABLENESS, GOOD FAITH AND FAIR
DEALING, ESTOPPEL, ELECTION OF REMEDIES AND OTHER SIMILAR DOCTRINES AFFECTING
THE ENFORCEMENT OF AGREEMENTS GENERALLY (REGARDLESS OF WHETHER ENFORCEMENT IS
CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
IN ADDITION, THE AVAILABILITY
OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF, THE APPOINTMENT OF A RECEIVER OR
OTHER EQUITABLE REMEDIES IS SUBJECT TO THE DISCRETION OF THE TRIBUNAL BEFORE
WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
(C)
OUR OPINIONS EXPRESSED ABOVE ASSUME THAT
ALL OF THE LOAN DOCUMENTS ARE DATED APRIL 23, 2004, UNLESS OTHERWISE STATED ON
EXHIBIT A HERETO.
(D)
OUR OPINIONS ARE FURTHER SUBJECT TO OTHER
LAWS AND JUDICIAL DECISIONS AFFECTING THE RIGHTS OF CREDITORS AND SECURED
CREDITORS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
(I)
WE EXPRESS NO OPINION AS TO THE
ENFORCEABILITY OF PROVISIONS OF THE LOAN DOCUMENTS TO THE EXTENT THEY CONTAIN:
(A)
FORUM SELECTION PROVISIONS,
(B)
GRANTS TO THE AGENT OR ANY LENDER OF POWERS
OF ATTORNEY,
(C)
CUMULATIVE REMEDIES TO THE EXTENT SUCH
CUMULATIVE REMEDIES PURPORT TO COMPENSATE, OR WOULD HAVE THE EFFECT OF
COMPENSATING, THE PARTY ENTITLED TO THE BENEFITS THEREOF IN AN AMOUNT IN EXCESS
OF THE ACTUAL LOSS SUFFERED BY SUCH PARTY,