Amended and Restated Bylaws of the Company Clause Samples

Amended and Restated Bylaws of the Company. In addition, we have examined originals (or copies certified or otherwise identified to our satisfaction) of such other instruments, certificates and documents as we have deemed necessary or appropriate for the purposes of the opinions rendered below, including a certificate of an officer of the Company (the "Officer's Certificate") upon which we have relied as to certain factual matters in giving our opinion herein. During the course of our examinations, with your permission and without independent verification or investigation, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, (iv) that the corporate minute book of the Company is complete and accurately reflects all of the minutes of meetings and consents to actions of the directors and shareholders of the Company, (v) the truth and accuracy of all matters stated in the Officer's Certificate and (vi) the due authorization, valid execution and delivery of all documents except where our opinion expressly addresses authorization, execution and delivery. As to the factual matters forming the basis of our opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrases "to our knowledge" or "known to us" or "to the best of our knowledge," such phrases indicate only that, based on the actual knowledge (i.e., conscious awareness of facts) of Jame▇ ▇. ▇'▇▇▇▇▇▇▇, ▇▇e only attorney in this firm who is actively involved in and responsible for the handling of the Company's legal affairs handled by this firm and a review of our files, we have no reason to believe such opinions are not factually correct, and that no inference as to our knowledge of such facts should be drawn from the fact of our representation of the Company. We have, when relevant facts were not known to us or independently established, relied upon the Officer's Certificate, and we have made no independent investigation of such matters on the public records or otherwise except to discuss them with the President of the Company. We have not reviewed the files and records of the Company generally and have relied on the Company to provide us with documents for review. Based on the foregoing and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that: 1. The Company is a co...