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, executed and delivered by Valley and VNB and constitutes the valid and binding obligations of Valley and VNB, respectively, enforceable in accordance with its terms, except that the enforceability of the obligations of Valley and VNB may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or laws affecting institutions the deposits of which are insured by the FDIC or other laws heretofore or hereafter enacted relating to or affecting the enforcement of creditors' rights generally and by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). In addition, certain remedial and other provisions of the Agreement may be limited by implied covenants of good faith, fair dealing, and commercially reasonable conduct, by judicial discretion, in the instance of equitable remedies, and by applicable public policies and laws. (e) The execution and delivery of the Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated thereby will not (i) violate any provision of or result in the breach of any provision of the respective certificates of incorporation or by-laws of Valley or VNB; (ii) conflict with or violate in any material respect, or result in a material breach or violation of the terms or provisions of, or constitute a default under, or result in (whether upon or after the giving of notice or lapse of time or both) any material obligation under, any indenture, mortgage, deed of trust or loan agreement or any other agreement, instrument, judgment, order, arbitration award or decree of which we are 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) and to which Valley or VNB is a party or by which Valley or VNB is bound; or (iii) cause Valley or VNB to violate any law, rule or regulation applicable to Valley or VNB: except with respect to (ii) and (iii) above, such as in the aggregate will not have a material adverse effect on the ability of Valley and VNB to consummate the transactions contemplated by the Agreement. (f) All actions of the directors and stockholders of Valley and of VNB required by federal banking law, New York law or New Jersey law, or by the respective certificates of incorporation or by-laws of Valley or VNB, to be taken by Valley or VNB to authorize the execution, delivery and performance of the Agreement and consummation of the Merger have been taken. (g) Assuming that there has been due authorization of the Merger by all necessary corporate and governmental proceedings on the part of Merchants and that Merchants has taken all action required to be taken by it prior to the Effective Time, upon the appropriate filing of the Certificates of Merger in respect of the Merger with the Delaware and New Jersey Secretary of State in accordance with Section 1.6 of the Agreement, the Merger will become effective at the time of such filings, and upon effectiveness of the Merger each share of Merchants Common Stock will be converted as provided in Article II of the Agreement. (h) No approvals, authorizations, consents or other actions or filings under federal banking law, Delaware law, New York law or New Jersey law ("Approvals") are required to be obtained by Valley or VNB in order to permit the execution and delivery of the Agreement by Valley and VNB and the performance by Valley and VNB of the transactions contemplated thereby without violation of such laws other than those Approvals which have been obtained or those Approvals or consents required to be obtained by Merchants or the Bank, and Approvals not required or necessary to be obtained on the date hereof in order to permit such execution, delivery and performance without violation of such laws. (i) Except as set forth in the Valley Disclosure Schedule or in Valley's certificate addressed to us and attached hereto, and other than ordinary routine litigation incidental to the business of Valley or its Subsidiaries, we are not aware of any material action, suit or proceeding or investigation pending or threatened in writing against or affecting the business, operations, property or financial condition of Valley or any of its Subsidiaries, at law or in equity, in any court or before any Federal, state, municipal or other governmental Department, commission, board, bureau, agency or instrumentality, except those which, if decided adversely to Valley or any of its Subsidiaries, would not have a material adverse effect on Valley and its Subsidiaries, taken as a whole; provided, however, we are not counsel to Valley or its Subsidiaries in certain litigation and with respect to any such litigation we are relying upon the representation and warranty of Valley made in Section 4.10 of the Agreement with respect to material litigation and on Valley's certificate addressed to us and attached hereto. (j) The Registration Statement has been declared effective by the SEC under the 1933 Act and we are not aware that any stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC.
Appears in 1 contract
FORM OF OPINION. OF COUNSEL TO VALLEY UNITED TO BE DELIVERED TO MERCHANTS RARITAN AT THE EFFECTIVE TIME (Capitalized terms used herein and not otherwise defined have the meanings given them in the Agreement)
(a) Valley United is a corporation validly existing and in good standing under the laws of the State of New Jersey. Valley United 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 United is registered as a bank holding company under the BHCA.
(b) Each Subsidiary of Valley United listed as such in the Valley United Disclosure Schedule is validly existing and in good standing under the laws of the jurisdiction of its incorporation. VNB UNB is a national banking association chartered under the laws of the United States. VNB UNB 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 United consists of ___________ shares of common stock, no ___ par value per share ("Valley United Common Stock"). Except for any Valley United Common Stock issuable upon exercise of outstanding stock options and stock appreciation rights granted pursuant to the Valley United Option Plan, we have not become aware (through our representation of Valley United in connection therewith or in the course of our representation of Valley United in connection with the Agreement, or through ValleyUnited'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 United to issue, deliver or sell, cause to be issued, delivered or sold, or restricting Valley United from selling any additional Valley United Common Stock or obligating Valley United to grant, extend or enter into any such agreement or commitment except as may be provided in any acquisition agreement Valley United may enter into after the date of execution of the Agreement. Based solely upon our review of the minute books of United and its Subsidiaries, and without independent verification of the matters recited therein, all of the outstanding shares of capital stock of each Subsidiary of United listed as such in the United Disclosure Schedule have been validly authorized and issued and we are not aware of any liens, claims, equities, restrictions or encumbrances created by United on United's ownership thereof. The Valley United 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 ValleyUnited.
(d) The Agreement has been authorized, executed and delivered by Valley United and VNB UNB and constitutes the valid and binding obligations of Valley United and VNBUNB, respectively, enforceable in accordance with its terms, except that the enforceability of the obligations of Valley United and VNB UNB may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or laws affecting institutions the deposits of which are insured by the FDIC or other laws heretofore or hereafter enacted relating to or affecting the enforcement of creditors' rights generally and by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). In addition, certain remedial and other provisions of the Agreement may be limited by implied covenants of good faith, fair dealing, and commercially reasonable conduct, by judicial discretion, in the instance of equitable remedies, and by applicable public policies and laws.
(e) The execution and delivery of the Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated thereby will not (i) conflict with or violate any provision of or result in the breach of any provision of the respective certificates of incorporation or by-laws of Valley United or VNBUNB; (ii) conflict with or violate in any material respect, or result in a material breach or violation of the terms or provisions of, or constitute a default under, or result in (whether upon or after the giving of notice or lapse of time or both) any material obligation under, any indenture, mortgage, deed of trust or loan agreement or any other agreement, instrument, judgment, order, arbitration award or decree of which we are aware (through our representation of Valley United in connection therewith or in the course of our representation of Valley United in connection with the Agreement, or through ValleyUnited's representations to us in the attached certificate) and to which Valley United or VNB UNB is a party or by which Valley United or VNB UNB is bound; or (iii) cause Valley United or VNB UNB to violate any law, rule or regulation applicable to Valley United or VNBUNB: except with respect to (ii) and (iii) above, such as in the aggregate will not have a material adverse effect on the ability of Valley United and VNB UNB to consummate the transactions contemplated by the Agreement.
(f) All actions of the directors and stockholders of Valley United and of VNB UNB required by federal banking law, New York law or New Jersey law, or by the respective certificates of incorporation or by-laws of Valley United or VNBUNB, to be taken by Valley United or VNB UNB to authorize the execution, delivery and performance of the Agreement and consummation of the Merger have been taken.
(g) Assuming that there has been due authorization of the Merger by all necessary corporate and governmental proceedings on the part of Merchants Raritan and that Merchants Raritan has taken all action required to be taken by it prior to the Effective Time, upon the appropriate filing of the Certificates of Merger in respect of the Merger with the Delaware and New Jersey Secretary of State and the Delaware Secretary of State in accordance with Section 1.6 of the Agreement, the Merger will become effective at the time of such filingsfiling, and upon effectiveness of the Merger each share of Merchants Raritan Common Stock will be converted as provided in Article II of the Agreement.
(h) No approvals, authorizations, consents or other actions or filings under federal banking law, Delaware law, New York law or New Jersey law ("Approvals") are required to be obtained by Valley United or VNB UNB in order to permit the execution and delivery of the Agreement by Valley United and VNB UNB and the performance by Valley United and VNB UNB of the transactions contemplated thereby without violation of such laws other than those Approvals which have been obtained or those Approvals or consents required to be obtained by Merchants Raritan or the Bank, and Approvals not required or necessary to be obtained on the date hereof in order to permit such execution, delivery and performance without violation of such lawshereof.
(i) Except as set forth in the Valley United Disclosure Schedule or and in ValleyUnited's certificate addressed to us and attached hereto, and other than ordinary routine litigation incidental to the business of Valley United or its Subsidiaries, we are not aware of any material action, suit or proceeding or investigation pending or threatened in writing against or affecting the business, operations, property or financial condition of Valley United or any of its Subsidiaries, at law or in equity, in any court or before any Federal, state, municipal or other governmental Departmentdepartment, commission, board, bureau, agency or instrumentality, except those which, if decided adversely to Valley United or any of its Subsidiaries, would not have a material adverse effect on Valley United and its Subsidiaries, taken as a whole; provided, however, we are not counsel to Valley United or its Subsidiaries in certain litigation and with respect to any such litigation we are relying upon the representation and warranty of Valley United made in Section 4.10 of the Agreement with respect to material litigation and on ValleyUnited's certificate addressed to us and attached hereto.
(j) The Registration Statement has been declared effective by the SEC under the 1933 Act and we are not aware that any stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC.. ******* We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements and information contained in the Joint Proxy Statement/Prospectus and make no representation that we have independently verified the accuracy, completeness or fairness of such statements and information, but, without in any way limiting the generality of the foregoing, based upon our review of the Joint Proxy Statement/Prospectus (i) the Joint Proxy Statement/Prospectus (except for financial statements and other tabular financial information, and other financial and statistical data and information, as to which we express no opinion) complies as to form in all material respects with the 1933 Act and the applicable laws and regulations thereunder, (ii) no facts have come to our attention that caused us to believe that (except for financial statements and other tabular financial information, as to which we do not express any belief) the Joint Proxy Statement/Prospectus on the date of the mailing thereof and on the date of the meeting of stockholders of Raritan at which the Agreement was approved, contained any untrue statement of a material fact with respect to United or omitted to state a material fact with respect to United necessary in order to make the statements therein with respect to United, in light of the circumstances under which they were made, not misleading. ******* In rendering their opinion, counsel to United (A) may, to the extent they deem proper and so specify in their opinion, rely upon the opinion of other counsel as to matters involving the application of laws of any jurisdiction other than the United States or the State of New Jersey, or may exclude from their opinion the substance included in the opinions of other counsel given directly to Raritan and (B) may rely, as to matters of fact, on certificates of responsible officers of United, UNB, or other Subsidiaries of United and public officials; provided copies of any such opinions or certificates are delivered to Raritan together with the opinion to be rendered hereunder by counsel to United. Counsel to United may assume that any agreement is the valid and binding obligation of any parties to such agreement other than United. As to matters of fact, counsel to United may also rely upon the representations and warranties made by United to Raritan in the Agreement as though such representations and warranties were made directly to counsel. Counsel to United may also rely upon the genuineness of signatures and the authenticity of copies. Exhibit B to Merger Agreement
Appears in 1 contract
Sources: Agreement and Plan of Merger (United National Bancorp)
FORM OF OPINION. OF COUNSEL TO VALLEY UNITED TO BE DELIVERED TO MERCHANTS RARITAN AT THE EFFECTIVE TIME (Capitalized terms used herein and not otherwise defined have the meanings given them in the Agreement)
(a) Valley United is a corporation validly existing and in good standing under the laws of the State of New Jersey. Valley United 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 United is registered as a bank holding company under the BHCA.
(b) Each Subsidiary of Valley United listed as such in the Valley United Disclosure Schedule is validly existing and in good standing under the laws of the jurisdiction of its incorporation. VNB UNB is a national banking association chartered under the laws of the United States. VNB UNB 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 United consists of ___________ shares of common stock, no ___ par value per share ("Valley United Common Stock"). Except for any Valley United Common Stock issuable upon exercise of outstanding stock options and stock appreciation rights granted pursuant to the Valley United Option Plan, we have not become aware (through our representation of Valley United in connection therewith or in the course of our representation of Valley United in connection with the Agreement, or through ValleyUnited'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 United to issue, deliver or sell, cause to be issued, delivered or sold, or restricting Valley United from selling any additional Valley United Common Stock or obligating Valley United to grant, extend or enter into any such agreement or commitment except as may be provided in any acquisition agreement Valley United may enter into after the date of execution of the Agreement. Based solely upon our review of the minute books of United and its Subsidiaries, and without independent verification of the matters recited therein, all of the outstanding shares of capital stock of each Subsidiary of United listed as such in the United Disclosure Schedule have been validly authorized and issued and we are not aware of any liens, claims, equities, restrictions or encumbrances created by United on United's ownership thereof. The Valley United 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 ValleyUnited.
(d) The Agreement has been authorized, executed and delivered by Valley United and VNB UNB and constitutes the valid and binding obligations of Valley United and VNBUNB, respectively, enforceable in accordance with its terms, except that the enforceability of the obligations of Valley United and VNB UNB may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, or laws affecting institutions the deposits of which are insured by the FDIC or other laws heretofore or hereafter enacted relating to or affecting the enforcement of creditors' rights generally and by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). In addition, certain remedial and other provisions of the Agreement may be limited by implied covenants of good faith, fair dealing, and commercially reasonable conduct, by judicial discretion, in the instance of equitable remedies, and by applicable public policies and laws.
(e) The execution and delivery of the Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated thereby will not (i) conflict with or violate any provision of or result in the breach of any provision of the respective certificates of incorporation or by-laws of Valley United or VNBUNB; (ii) conflict with or violate in any material respect, or result in a material breach or violation of the terms or provisions of, or constitute a default under, or result in (whether upon or after the giving of notice or lapse of time or both) any material obligation under, any indenture, mortgage, deed of trust or loan agreement or any other agreement, instrument, judgment, order, arbitration award or decree of which we are aware (through our representation of Valley United in connection therewith or in the course of our representation of Valley United in connection with the Agreement, or through ValleyUnited's representations to us in the attached certificate) and to which Valley United or VNB UNB is a party or by which Valley United or VNB UNB is bound; or (iii) cause Valley United or VNB UNB to violate any law, rule or regulation applicable to Valley United or VNBUNB: except with respect to (ii) and (iii) above, such as in the aggregate will not have a material adverse effect on the ability of Valley United and VNB UNB to consummate the transactions contemplated by the Agreement.
(f) All actions of the directors and stockholders of Valley United and of VNB UNB required by federal banking law, New York law or New Jersey law, or by the respective certificates of incorporation or by-laws of Valley United or VNBUNB, to be taken by Valley United or VNB UNB to authorize the execution, delivery and performance of the Agreement and consummation of the Merger have been taken.
(g) Assuming that there has been due authorization of the Merger by all necessary corporate and governmental proceedings on the part of Merchants Raritan and that Merchants Raritan has taken all action required to be taken by it prior to the Effective Time, upon the appropriate filing of the Certificates of Merger in respect of the Merger with the Delaware and New Jersey Secretary of State and the Delaware Secretary of State in accordance with Section 1.6 of the Agreement, the Merger will become effective at the time of such filingsfiling, and upon effectiveness of the Merger each share of Merchants Raritan Common Stock will be converted as provided in Article II of the Agreement.
(h) No approvals, authorizations, consents or other actions or filings under federal banking law, Delaware law, New York law or New Jersey law ("Approvals") are required to be obtained by Valley United or VNB UNB in order to permit the execution and delivery of the Agreement by Valley United and VNB UNB and the performance by Valley United and VNB UNB of the transactions contemplated thereby without violation of such laws other than those Approvals which have been obtained or those Approvals or consents required to be obtained by Merchants Raritan or the Bank, and Approvals not required or necessary to be obtained on the date hereof in order to permit such execution, delivery and performance without violation of such lawshereof.
(i) Except as set forth in the Valley United Disclosure Schedule or and in ValleyUnited's certificate addressed to us and attached hereto, and other than ordinary routine litigation incidental to the business of Valley United or its Subsidiaries, we are not aware of any material action, suit or proceeding or investigation pending or threatened in writing against or affecting the business, operations, property or financial condition of Valley United or any of its Subsidiaries, at law or in equity, in any court or before any Federal, state, municipal or other governmental Departmentdepartment, commission, board, bureau, agency or instrumentality, except those which, if decided adversely to Valley United or any of its Subsidiaries, would not have a material adverse effect on Valley United and its Subsidiaries, taken as a whole; provided, however, we are not counsel to Valley United or its Subsidiaries in certain litigation and with respect to any such litigation we are relying upon the representation and warranty of Valley United made in Section 4.10 of the Agreement with respect to material litigation and on ValleyUnited's certificate addressed to us and attached hereto.
(j) The Registration Statement has been declared effective by the SEC under the 1933 Act and we are not aware that any stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC. ******* We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements and information contained in the Joint Proxy Statement/Prospectus and make no representation that we have independently verified the accuracy, completeness or fairness of such statements and information, but, without in any way limiting the generality of the foregoing, based upon our review of the Joint Proxy Statement/Prospectus (i) the Joint Proxy Statement/Prospectus (except for financial statements and other tabular financial information, and other financial and statistical data and information, as to which we express no opinion) complies as to form in all material respects with the 1933 Act and the applicable laws and regulations thereunder, (ii) no facts have come to our attention that caused us to believe that (except for financial statements and other tabular financial information, as to which we do not express any belief) the Joint Proxy Statement/Prospectus on the date of the mailing thereof and on the date of the meeting of stockholders of Raritan at which the Agreement was approved, contained any untrue statement of a material fact with respect to United or omitted to state a material fact with respect to United necessary in order to make the statements therein with respect to United, in light of the circumstances under which they were made, not misleading. ******* In rendering their opinion, counsel to United (A) may, to the extent they deem proper and so specify in their opinion, rely upon the opinion of other counsel as to matters involving the application of laws of any jurisdiction other than the United States or the State of New Jersey, or may exclude from their opinion the substance included in the opinions of other counsel given directly to Raritan and (B) may rely, as to matters of fact, on certificates of responsible officers of United, UNB, or other Subsidiaries of United and public officials; provided copies of any such opinions or certificates are delivered to Raritan together with the opinion to be rendered hereunder by counsel to United. Counsel to United may assume that any agreement is the valid and binding obligation of any parties to such agreement other than United. As to matters of fact, counsel to United may also rely upon the representations and warranties made by United to Raritan in the Agreement as though such representations and warranties were made directly to counsel. Counsel to United may also rely upon the genuineness of signatures and the authenticity of copies.
1 Articles of Association of United National Bank as they will exist on the Effective Date. The Articles may be amended prior to the Effective Date. Exhibit B to Merger Agreement Index
Appears in 1 contract