involved in the Transaction, or who have worked on matters on behalf of the
Borrower or the Guarantor within the prior twelve months and are presently at
the firm.
III.
ASSUMPTIONS
In reaching the opinions set forth below, we have assumed the following:
(A)
EACH INDIVIDUAL EXECUTING ANY OF THE
DOCUMENTS, WHETHER ON BEHALF OF SUCH INDIVIDUAL OR ANOTHER PERSON, IS LEGALLY
COMPETENT TO DO SO.
(B)
EACH INDIVIDUAL EXECUTING ANY OF THE
DOCUMENTS ON BEHALF OF A PARTY (OTHER THAN THE GUARANTOR) IS DULY AUTHORIZED TO
DO SO.
(C)
ALL DOCUMENTS SUBMITTED TO US AS ORIGINALS
ARE AUTHENTIC.
ALL DOCUMENTS SUBMITTED TO US AS CERTIFIED OR PHOTOSTATIC COPIES
CONFORM TO THE ORIGINAL DOCUMENTS.
ALL DOCUMENTS UPON WHICH WE HAVE RELIED ARE
ACCURATE AND COMPLETE.
ALL PUBLIC RECORDS REVIEWED OR RELIED UPON BY US OR ON
OUR BEHALF ARE TRUE AND COMPLETE AND REMAIN SO AS OF THE DATE OF THIS LETTER.
(D)
THE FORM AND CONTENT OF ALL TRANSACTION
DOCUMENTS SUBMITTED TO US AS UNEXECUTED DRAFTS DO NOT DIFFER IN ANY RESPECT
RELEVANT TO THIS LETTER FROM THE FORM AND CONTENT OF SUCH TRANSACTION DOCUMENTS
AS EXECUTED AND DELIVERED.
(E)
ALL REPRESENTATIONS, WARRANTIES, STATEMENTS
AND INFORMATION CONTAINED IN THE TRANSACTION DOCUMENTS ARE ACCURATE AND
COMPLETE.
(F)
ALL SIGNATURES ON ALL TRANSACTION
DOCUMENTS AND ANY OTHER DOCUMENTS SUBMITTED TO US FOR EXAMINATION ARE GENUINE.
(G)
THERE HAS BEEN NO ORAL OR WRITTEN
MODIFICATION OF OR AMENDMENT TO ANY OF THE DOCUMENTS, AND THERE HAS BEEN NO
WAIVER OF ANY OF PROVISION OF ANY OF THE DOCUMENTS, BY ACTIONS OR OMISSION OF
THE PARTIES OR OTHERWISE.
(H)
EACH INDIVIDUAL EXECUTING A CERTIFICATE IS
AUTHORIZED TO DO SO AND HAS KNOWLEDGE ABOUT ALL MATTERS STATED THEREIN.
THE
CONTENTS OF EACH SUCH CERTIFICATE IS ACCURATE AND COMPLETE AND REMAIN SO AS OF
THE DATE OF THIS LETTER.
(I)
THE GUARANTOR CURRENTLY HAS RIGHTS IN
ALL OF THE ARTICLE 9 COLLATERAL (AS DEFINED IN THE GUARANTEE), WITHIN THE
MEANING OF THE UNIFORM COMMERCIAL CODE, AS CURRENTLY IN EFFECT IN THE STATE OF
NEW YORK (THE "NY UCC") AND AS CURRENTLY IN EFFECT IN THE STATE OF MARYLAND (THE
"MD UCC").
3
(J)
WE NOTE THAT THE TRANSACTION DOCUMENTS
PROVIDE THAT THE TRANSACTION DOCUMENTS AND ALL ISSUES ARISING THEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
WE EXPRESS NO OPINION AS TO WHETHER SUCH PROVISIONS ARE
ENFORCEABLE OR AS TO THE LAW THAT IS APPLICABLE TO THE TRANSACTION DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE SECURITY INTEREST (AS
DEFINED IN THE GUARANTEE) CREATED PURSUANT TO THE GUARANTEE.
WE EXPRESS NO
OPINION REGARDING THE LAWS OF THE STATE OF NEW YORK, BUT RATHER, WITH YOUR
PERMISSION, WE HAVE ASSUMED, SOLELY FOR THE PURPOSES OF OUR OPINIONS HEREIN,
THAT MARYLAND LAW GOVERNS THE PERFECTION, THE EFFECT OF PERFECTION OR
NONPERFECTION, AND THE PRIORITY OF THE SECURITY INTEREST IN THE ARTICLE 9
COLLATERAL.
(K)
ALL DESCRIPTIONS OF THE PERSONAL PROPERTY
OR OTHER ITEMS