Common use of Amount to be Converted Clause in Contracts

Amount to be Converted. The requested aggregate amount of such Eurodollar Rate Loan to be converted into a Base Rate Loan is: $ . Dated: , 19 . COMPUTER ASSOCIATES INTERNATIONAL, INC. By Its EXHIBIT E [LETTERHEAD OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇] July [__], 1997 Credit Suisse First Boston, as Administrative Agent ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ The banks and other financial institutions signatory to the Credit Agreement described below Re: Computer Associates International, Inc. Ladies and Gentlemen: We have acted as counsel to Credit Suisse First Boston, as Administrative Agent (in such capacity, the "Agent"), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 1997 (the "Credit Agreement"), among Computer Associates International, Inc., a Delaware corporation (the "Borrower"), the banks and other financial institutions parties thereto (the "Banks") and the Agent, and in connection with the negotiation of the form of the Notes to be delivered in pursuant thereto. This opinion is delivered to you pursuant to subsection 3.1(f) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In connection with this opinion, we have examined a counterpart of the Credit Agreement signed by the Borrower and the Agent. In such examination, we have assumed the authenticity of all documents submitted to us as originals, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the conformity of such documents to the original documents. We have also assumed that the Credit Agreement has been duly authorized, executed and delivered by the Borrower, that the Borrower is duly organized and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and authority to execute, deliver and perform its obligations under the Credit Agreement and that the execution, delivery and performance by the Borrower of the Credit Agreement has been duly authorized by all necessary corporate action on the part of the Borrower, does not contravene its articles or certificate of incorporation or by-laws or similar organizational documents or violate, or require any consent not obtained under, any applicable law or regulation or any order, writ, injunction or decree of any court or other governmental authority binding upon the Borrower and does not violate, or require any consent not obtained under, any contract, agreement, indenture, instrument or other contractual obligation applicable to or binding upon the Borrower. Based upon the foregoing, and subject to the qualifications and comments set forth below, we are of the opinion that, insofar as the law of the State of New York is concerned, the Credit Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. Our opinion is subject to the following qualifications: (a) Our opinion is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Amount to be Converted. The requested aggregate amount of such Eurodollar Rate Loan to be converted into a Base Rate Loan is: $ . Dated: , 19 . COMPUTER ASSOCIATES INTERNATIONAL, INC. By Its EXHIBIT E [LETTERHEAD OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇] July [__], 1997 Credit Suisse First Boston, as Administrative Agent ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ The banks and other financial institutions signatory to the Credit Agreement described below Re: Computer Associates International, Inc. --------------------------------------- Ladies and Gentlemen: We have acted as counsel to Credit Suisse First Boston, as Administrative Agent (in such capacity, the "Agent"), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 1997 (the "Credit Agreement"), among Computer Associates International, Inc., a Delaware corporation (the "Borrower"), the banks and other financial institutions parties thereto (the "Banks") and the Agent, and in connection with the negotiation of the form of the Notes to be delivered in pursuant thereto. This opinion is delivered to you pursuant to subsection 3.1(f) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In connection with this opinion, we have examined a counterpart of the Credit Agreement signed by the Borrower and the Agent. In such examination, we have assumed the authenticity of all documents submitted to us as originals, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the conformity of such documents to the original documents. We have also assumed that the Credit Agreement has been duly authorized, executed and delivered by the Borrower, that the Borrower is duly organized and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and authority to execute, deliver and perform its obligations under the Credit Agreement and that the execution, delivery and performance by the Borrower of the Credit Agreement has been duly authorized by all necessary corporate action on the part of the Borrower, does not contravene its articles or certificate of incorporation or by-laws or similar organizational documents or violate, or require any consent not obtained under, any applicable law or regulation or any order, writ, injunction or decree of any court or other governmental authority binding upon the Borrower and does not violate, or require any consent not obtained under, any contract, agreement, indenture, instrument or other contractual obligation applicable to or binding upon the Borrower. Based upon the foregoing, and subject to the qualifications and comments set forth below, we are of the opinion that, insofar as the law of the State of New York is concerned, the Credit Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. Our opinion is subject to the following qualifications: (a) Our opinion is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.