27
1. Our opinion set forth in Paragraph (vii) above is subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of creditors rights
generally and general principles of equity (regardless of whether considered in
a proceeding in equity or at law), and we express no opinion as to whether a
court would grant specific performance or any other equitable remedy with
respect to enforcement of the agreements described therein or whether a court
would grant a particular remedy sought under such agreements as opposed to
another remedy provided therein or at law or in equity. Without limiting the
foregoing, we express no opinion as to any limitations based on statute or
public policy limiting a right to indemnification or a person's right to waive
the benefits of statutory provisions or common law rights.
2. To the extent the purchase and distribution of Stock contemplated by
the Underwriting Agreement is accomplished through a book entry closing, we have
assumed, with your permission and without independent investigation, that (i)
Depository Trust Company ("DTC") is registered as a "clearing agency" under
Federal securities law, (ii) DTC, or one or more nominees designated by DTC, has
acquired possession of and control over the Stock, (iii) the Stock is registered
in the name of the DTC or one or more of its nominees or the certificates for
the Stock are in bearer form or endorsed in blank by the person specified by the
certificated security to be entitled to the security and (iv) appropriate
entries to the account of the Underwriters on the books of DTC have been made
under Section 8-320 of the New York Uniform Commercial Code.
This opinion is furnished to you solely for your benefit and the
benefit of the other Underwriters in connection with the closing under the
Underwriting Agreement occurring today and is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our express written
permission.
Very truly yours,
A-28