Financing Statement No. 23125147 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Original Borrower Security Agreement Financing Statement”) as filed in the Office of the Secretary of State of the State of Delaware (the “State Office”) on December 13, 2002; the UCC Financing Statement Amendment No. 31952897 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Borrower Security Agreement Financing Statement Amendment”) as filed in the State Office on July 29, 2003; the UCC-1 Financing Statement No. 23125089 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Original Borrower Collateral Trust Agreement Financing Statement” and together with the Original Borrower Security Agreement Financing Statement, the “Original Financing Statements” and each individually, an “Original Financing Statement”) as filed in the State Office on December 13, 2002; the UCC Financing Statement Amendment No. 31952756 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Borrower Collateral Trust Agreement Financing Statement Amendment”) as filed in the State Office on July 29, 2003; and a certification of good standing of the Borrower obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed and the legal competence and capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: (i) the due formation or organization, valid existence and good standing of each entity that is a signatory to any of the above-referenced documents under the laws of the jurisdiction of its formation or organization; (ii) the due authorization, authentication, adoption, approval, certification, acknowledgement, execution, filing, indexing and delivery, as applicable, of each of the above-referenced documents by each of the parties thereto; (iii) that the Original Borrower Security Agreement Financing Statement provides the mailing address of Borrower and the names and mailing addresses of the Collateral Trustees and sufficiently indicates the “Collateral” (as defined in the Original Security Agreement) in accordance with Section 9-502 of the Delaware UCC; (iv) that the Original Borrower Collateral Trust Agreement Financing Statement provides the mailing address of Borrower and the names and mailing addresses of the Collateral Trustees and sufficiently indicates the “Additional Collateral Trust Agreement Collateral” (as defined in the Original Collateral Trust Agreement) in accordance with Section 9-502 of the Delaware UCC; (v) that the Borrower Security Agreement Financing Statement Amendment accurately provides the names of the Collateral Trustees as “secured party” of record authorizing the amendment and sufficiently indicates the Borrower Collateral (as defined below) in accordance with Section 9-502 of the Delaware UCC; (vi) that the Borrower Collateral Trust Agreement Financing Statement Amendment accurately provides the names of the Collateral Trustees as “secured party” of record authorizing the amendment and sufficiently indicates the Borrower Additional Collateral Trust Agreement Collateral (as defined below) in accordance with Section 9-502 of the Delaware UCC; (vii) that the Borrower was not originally or is not organized or existing under the laws of any jurisdiction other than the State of Delaware; (viii) that each of the above-referenced documents constitutes a legal, valid and binding agreement of each of the parties thereto and is enforceable against each of the parties thereto in accordance with its terms; and (ix) that the documents examined by us are in full force and effect, express the entire understanding of the parties thereto with respect to the subject matter thereof and have not been amended, supplemented or otherwise modified, except as referenced herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. As to any facts material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy as of the date hereof of the matters therein contained. We have not reviewed any documents other than those referenced above in connection with rendering this opinion, and we have assumed there are no documents that are contrary to or inconsistent with the opinions herein expressed. Based on and subject to the foregoing and to the further assumptions and qualifications set forth below, and limited in all respects to matters of Delaware law, it is our opinion that:
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Sources: Credit and Reimbursement Agreement (Aes Corporation)
Financing Statement No. 23125147 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Original Borrower Security Agreement Financing Statement”) as filed in the Office of the Secretary of State of the State of Delaware (the “State Office”) on December 13, 2002; the UCC Financing Statement Amendment No. 31952897 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Borrower Security Agreement Financing Statement Amendment”) as filed in the State Office on July 29, 2003; the UCC-1 Financing Statement No. 23125089 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Original Borrower Collateral Trust Agreement Financing Statement” and together with the Original Borrower Security Agreement Financing Statement, the “Original Financing Statements” and each individually, an “Original Financing Statement”) as filed in the State Office on December 13, 2002; the UCC Financing Statement Amendment No. 31952756 naming Borrower as “debtor” and the Collateral Trustees as “secured party” (the “Borrower Collateral Trust Agreement Financing Statement Amendment”) as filed in the State Office on July 29, 2003; and a certification of good standing of the Borrower obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed and the legal competence and capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: ; (i) the due formation or organization, valid existence and good standing of each entity that is a signatory to any of the above-referenced documents under the laws of the jurisdiction of its formation or organization; (ii) the due authorization, authentication, adoption, approval, certification, acknowledgement, execution, filing, indexing and delivery, as applicable, of each of the above-referenced documents by each of the parties thereto; (iii) that the Original Borrower Security Agreement Financing Statement provides the mailing address of Borrower and the names and mailing addresses of the Collateral Trustees and sufficiently indicates the “Collateral” (as defined in the Original Security Agreement) in accordance with Section 9-502 of the Delaware UCC; (iv) that the Original Borrower Collateral Trust Agreement Financing Statement provides the mailing address of Borrower and the names and mailing addresses of the Collateral Trustees and sufficiently indicates the “Additional Collateral Trust Agreement Collateral” (as defined in the Original Collateral Trust Agreement) in accordance with Section 9-502 of the Delaware UCC; (v) that the Borrower Security Agreement Financing Statement Amendment accurately provides the names of the Collateral Trustees as “secured party” of record authorizing the amendment and sufficiently indicates the Borrower Collateral (as defined below) in accordance with Section 9-502 of the Delaware UCC; (vi) that the Borrower Collateral Trust Agreement Agreement. Financing Statement Amendment accurately provides the names of the Collateral Trustees as “secured party” of record authorizing the amendment and sufficiently indicates the Borrower Additional Collateral Trust Agreement Collateral (as defined below) in accordance with Section 9-502 of To the addressees listed on Schedule I March 17, 2004 the Delaware UCC; (vii) that the Borrower was not originally or is not organized or existing under the laws of any jurisdiction other than the State of Delaware; (viii) that each of the above-referenced documents constitutes a legal, valid and binding agreement of each of the parties thereto and is enforceable against each of the parties thereto in accordance with its terms; and (ix) that the documents examined by us are in full force and effect, express the entire understanding of the parties thereto with respect to the subject matter thereof and have not been amended, supplemented or otherwise modified, except as referenced herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. As to any facts material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy as of the date hereof of the matters therein contained. We have not reviewed any documents other than those referenced above in connection with rendering this opinion, and we have assumed there are no documents that are contrary to or inconsistent with the opinions herein expressed. Based on and subject to the foregoing and to the further assumptions and qualifications set forth below, and limited in all respects to matters of Delaware law, it is our opinion that:
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