FORM OF OPINION Clause Samples
The "Form of Opinion" clause defines the required structure and content of a legal opinion that must be provided under the agreement. It typically outlines the specific issues the opinion should address, the qualifications or assumptions the opinion may rely on, and the format in which it should be delivered. For example, it may require that the opinion confirm the enforceability of the agreement or the authority of a party to enter into the contract. This clause ensures consistency and clarity in the legal opinions exchanged, reducing the risk of misunderstandings or insufficient legal assurances.
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FORM OF OPINION. The Company is a corporation validly existing and in good standing under the laws of the State of __________, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s latest Form 10-K or 10-Q filed by the Company under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the Commission thereunder (the “Public Filings”) and to enter into and perform its obligations under the Reserve Equity Financing.
FORM OF OPINION. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its incorporation.
FORM OF OPINION. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
FORM OF OPINION. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
FORM OF OPINION. The Recipient has been duly formed and is validly existing as a [TYPE OF ORGANIZATION] and, if applicable, is in good standing under the laws of the jurisdiction of its organization. The Recipient has all necessary power and authority to own, operate and lease its properties and to carry on its business as it is being conducted.
FORM OF OPINION. Subject to customary limitations, qualifications, and exceptions to be set forth in the letter as delivered at Closing:
FORM OF OPINION. The Company has been duly formed and is validly existing as a [TYPE OF ORGANIZATION] and is in good standing under the laws of the jurisdiction of its organization. The Company has all necessary power and authority to own, operate and lease its properties and to carry on its business as it is being conducted.
FORM OF OPINION. The Credit Union has been duly formed and is validly existing as an organization of the type described in Schedule A. The Credit Union has all necessary power and authority to own, operate and lease its properties and to carry on its business as it is being conducted.
FORM OF OPINION. OF COUNSEL TO VALLEY TO BE DELIVERED TO MERCHANTS AT THE EFFECTIVE TIME (Capitalized terms used herein and not otherwise defined have the meanings given them in the Agreement)
(a) Valley is a corporation validly existing and in good standing under the laws of the State of New Jersey. Valley has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as described in the Joint Proxy Statement-Prospectus on page __ under the caption _________________. Valley is registered as a bank holding company under the BHCA.
(b) Each Subsidiary of Valley listed as such in the Valley Disclosure Schedule is validly existing and in good standing under the laws of the jurisdiction of its incorporation. VNB is a national banking association chartered under the laws of the United States. VNB has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as described in the Joint Proxy Statement-Prospectus on page __ under the caption _________________.
(c) The authorized capital stock of Valley consists of ___________ shares of common stock, no par value per share ("Valley Common Stock"). Except for any Valley Common Stock issuable upon exercise of outstanding stock options and stock appreciation rights granted pursuant to the Valley Option Plan, we have not become aware (through our representation of Valley in connection therewith or in the course of our representation of Valley in connection with the Agreement, or through Valley's representations to us in the attached certificate) of any outstanding subscription rights, options, conversion rights, warrants or other agreements or commitments of any nature whatsoever (either firm or conditional) obligating Valley to issue, deliver or sell, cause to be issued, delivered or sold, or restricting Valley from selling any additional Valley Common Stock or obligating Valley to grant, extend or enter into any such agreement or commitment except as may be provided in any acquisition agreement Valley may enter into after the date of execution of the Agreement. The Valley Common Stock to be issued in connection with the Merger in accordance with Article II of the Agreement, when so issued in accordance therewith, will be duly authorized, validly issued, fully paid and non-assessable, free of preemptive rights and free and clear of all liens, encumbrances or restrictions created by Valley.
(d) The Agreement has been authorized, exe...
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