Qualifications and Exceptions. The opinion rendered above is subject in all respects to the following qualifications and comments: 1. Our opinion above is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally. 2. Our opinion above is subject to the effect of general principles of equity (whether considered in a proceeding in equity or at law). In rendering our opinion, we have assumed that the parties to the Loan Documents will perform their obligations and exercise their rights under such documents within the standards of reasonableness, good faith and fair dealing imposed by applicable law. 3. We express no opinion with respect to the legality, validity, binding nature, or enforceability of any of the following provisions found in the Loan Documents, if any: (i) provisions relating to waivers, precluding a party from asserting certain claims or defenses or from obtaining or exercising certain rights, releases, and remedies, or excusing a party from damages, liability, or obligations to the extent such provisions may violate public policy or otherwise violate applicable law; (ii) provisions relating to subrogation rights, delay or omission of enforcement of rights or remedies, severability, or set offs that violate applicable law; (iii) provisions obligating a party to submit to the jurisdiction or venue of any court; (iv) provisions purporting to establish evidentiary standards for suits or proceedings to enforce the Loan Documents; (v) provisions that decisions by a party are conclusive; and (vi) provisions purporting to effect the automatic service of process on any person. 4. We are members of the bar of the States of New York and Texas and we express no opinion as to the laws of any jurisdiction other than the laws of the States of New York and Texas, the General Corporate Law of the State of Delaware and the Federal laws of the United States of America. 5. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. 6. The opinion expressed herein is as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. 7. This opinion is being furnished only to the addressees named above, and has been rendered solely for your benefit in connection with the Credit Agreement and the transactions contemplated thereby and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent; provided, however, that any Person that becomes a Lender or successor Administrative Agent pursuant to the terms of the Credit Agreement may rely on this opinion as if it were addressed to such Person and delivered on the date hereof. Very truly yours, Exhibit F-1 Page 3 Form of Opinion of Counsel EXHIBIT F-2 FORM OF OPINION OF COUNSEL April ___, 2002 To each of the Lenders parties to the Credit Agreement referred to below, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders Ladies and Gentlemen: I am General Counsel of The Williams Companies, Inc. and have acted as counsel to (i) Williams P▇▇▇ ▇▇▇▇ Company, LLC, a Delaware limited liability compan▇ ("▇▇▇▇IAMS LLC"), (ii) Williams Energy Partners, L.P. (the "MLP" and, ▇▇▇▇▇▇▇▇ with William▇ ▇▇▇, ▇he "BORROWERS"), and (iii) Williams GP, LLC (the "GEN▇▇▇▇ ▇▇▇TNER," and together with the Borro▇▇▇▇ ▇▇▇ ▇▇e Guarantors, the "TRANSACTION PARTIES") in connection with the Credit Agreement dated as of April __, 2002, by and among the Borrowers, the Lenders party thereto, Bank of America, N.A., as Administrative Agent for the Lenders, and the other agents and lenders therein named (the "AGREEMENT"). This opinion is furnished to you at the request of the Borrowers pursuant to Section 4.01(a)(vi) of the Agreement. Terms defined in the Agreement not otherwise defined herein are used herein as therein defined. In connection with the opinions expressed herein, I, or attorneys reporting to me, have examined and relied upon copies of the following documents: (a) the Agreement, including all exhibits, schedules, and attachments thereto, and any Notes issued pursuant thereto (the "NOTES"); (b) [INCLUDE THE FOLLOWING IF APPLICABLE...the Guaranties dated as of even date with the Agreement executed by each of the Guarantors (the "GUARANTY")...]; (c) Certificates of the Secretary of State of the State of Delaware dated ___________, 2002, attesting to the continued existence and good standing of the Transaction Parties in Delaware; and (d) the Organization Documents of the Transaction Parties and all amendments thereto. Those documents identified in items (a) and (b) above are collectively referred to herein as the "CREDIT DOCUMENTS." In connection with this opinion, I or other attorneys acting under my supervision have (i) investigated such questions of law, (ii) examined such partnership and company documents and records of the Transaction Parties and certificates of public officials, and (iii) received such information from officers and representatives of the Transaction Parties and made such investigations as I or other attorneys under my supervision have deemed necessary or appropriate for the purposes of this opinion. I have not, nor have other attorneys under my supervision, conducted independent investigations or inquiries to determine the existence of matters, actions, proceedings, items, documents, facts, judgments, decrees, franchises, certificates, permits, or the like and have made no independent search of the records of any court, arbitrator, or governmental authority affecting any Person, and no inference as to my knowledge thereof shall be drawn from the fact of my representation of any party or otherwise. In rendering the opinions herein, I have assumed without independent verification (i) the genuineness of all signatures of the Lenders and the Administrative Agent, (ii) the capacity of the signing officers of each of the Lenders and the Administrative Agent, (iii) the authenticity of all documents submitted to me as original and the conformity with the authentic originals of all documents submitted to me as copies, and (iv) the due execution and delivery, pursuant to due authorization, of the Agreement by the Lenders and the Administrative Agent and the enforceability of the Agreement against the Lenders and the Administrative Agent. Based upon and subject to the foregoing and the other qualifications, limitations, and assumptions set forth below and upon such other matters as I have deemed appropriate, I am of the opinion that: 1. The MLP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware; Williams LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; and the General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. 2. Each Transaction Party has the partnership or company power and authority to own and lease its property and to conduct the business in which it is currently engaged. The execution, delivery, and performance by each of the Transaction Parties of the Credit Documents and the consummation of the transactions contemplated by the Credit Documents are (a) within its partnership or company powers, (b) will not contravene (i) the Organization Documents of any Transaction Party, (ii) any law, rule, or regulation applicable to any Transaction Party (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), or (iii) any contractual or legal restriction, and (c) will not result in or require the creation or imposition of any Lien prohibited by the Credit Documents. 3. The Agreement has been duly authorized, executed, and delivered to the Administrative Agent by the Borrowers, and the Guaranty has been duly authorized, executed, and delivered to the Administrative Agent by each of the Guarantors. 4. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery, and performance by any Transaction Party of the Credit Documents to which it is a party or the consummation of the transactions contemplated by the Credit Documents, except, in the case of such performance, for such authorizations, approvals, actions, notices, and filings which have been made or obtained. 5. To my knowledge there are no pending or overtly threatened actions or proceedings against any Transaction Party before any court, governmental agency, or arbitrator that purport to affect the legality, validity, binding effect, or enforceability of the Credit Documents, or that would reasonably be expected to have a materially adverse effect upon the financial condition or operations of any Transaction Party, taken as a whole. 6. No Transaction Party is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. No Transaction Party is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," or a "public utility" within the meaning of the Public Utility Holding Company Act of 1935, as amended. 7. In any action or proceeding arising out of or relating to the Credit Documents in any court of the State of Oklahoma or in any Federal court sitting in the State of Oklahoma, assuming (i) proper venue, jurisdiction, and a full and proper presentation of the issues and the law to the court, (ii) such action or proceeding is not dismissed on the basis of an inconvenient forum, and (iii) that the court properly applies Oklahoma law, such court would (a) recognize and give effect to the provisions of the Credit Documents that set forth the governing law, and (b) construe the Credit Documents in accordance with the internal laws of the State of New York. Subject to the foregoing and without limiting the generality thereof, a court of the State of Oklahoma or a Federal court sitting in the State of Oklahoma would apply the usury law of the State of New York, and would not apply the usury law of the State of Oklahoma, to the Credit Documents. However, if a court were to hold that the Credit Documents are governed by or are to be construed in accordance with the laws of the State of Oklahoma, the Agreement, when executed and delivered by the parties thereto, would be, under the laws of the State of Oklahoma, legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, and the Guaranty would be, under the laws of the State of Oklahoma, legal, valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with its terms. The opinions expressed in this letter are subject to the following additional qualifications and limitations: A. My opinion in paragraph 1 with respect to the organization and good standing of the Borrowers, the Guarantor and the General Partner is based solely on Certificates, dated as of ___________, 2002, from the Secretary of State of the State of Delaware, certifying as to such matters. B. My opinion in the last sentence of paragraph 7 above is subject, insofar as enforceability is concerned, to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar law affecting creditors' rights and remedies generally. C. My opinion in the last sentence of paragraph 7 above is subject, insofar as enforceability is concerned, to the effect of general principles of equity including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether considered in a proceeding in equity or at law). D. I express no opinion with respect to the enforceability of any of the following: (i) indemnification provisions to the extent the same are violative of federal or state securities laws, rules, or regulations, or of public policy, (ii) clauses waiving right to trial by jury, exculpation clauses, or clauses granting offset rights to the Banks or against any deposits or in respect of matured claims, (iii) clauses relating to recovery of attorneys' fees in connection with the enforcement of obligations, (iv) clauses relating to release of unmatured claims and integration clauses to the effect that no representation was made other than as appears in the Agreement, (v) clauses purporting to waive unmatured rights, representations, warranties, or affirmative or negative covenants to the extent such representations, warranties, or covenants can be construed to be independent clauses which purport to be legal, valid, binding, and enforceable by themselves, as distinguished from being clauses that trigger an event of default, and severability and similar clauses, and (vi) clauses that incorporate by reference a document or instrument or agreement not in existence on the date hereof to the extent that any such document, instrument, or agreement is the basis of an effort to enforce the Agreement, insofar as any of the foregoing are contained in the Agreement.
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Qualifications and Exceptions. The opinion rendered opinions set forth above is are subject to the following qualifications and exceptions:
1. The opinions in Section III, Paragraph 1 above are limited in all respects to the following qualifications Texas Business Organizations Code and comments:
1. Our opinion above is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally.
2. Our opinion above is subject to the effect of general principles of equity (whether considered in a proceeding in equity or at law). In rendering our opinion, we have assumed that the parties to the Loan Documents will perform their obligations and exercise their rights under such documents within the standards of reasonableness, good faith and fair dealing imposed by applicable law.
3. We express no opinion with respect to the legality, validity, binding nature, or enforceability of any of the following provisions found in the Loan Documents, if any:
(i) provisions relating to waivers, precluding a party from asserting certain claims or defenses or from obtaining or exercising certain rights, releases, and remedies, or excusing a party from damages, liability, or obligations to the extent such provisions may violate public policy or otherwise violate applicable law; (ii) provisions relating to subrogation rights, delay or omission of enforcement of rights or remedies, severability, or set offs that violate applicable law; (iii) provisions obligating a party to submit opinions relate to the jurisdiction or venue of any court; (iv) provisions purporting to establish evidentiary standards for suits or proceedings to enforce the Loan Documents; (v) provisions that decisions by a party are conclusive; existence and (vi) provisions purporting to effect the automatic service of process on any person.
4. We are members good standing of the bar Company in the State of Texas are based solely on the States Organizational Documents, the Certificate of New York and Texas and we express no opinion Fact as to the laws of any jurisdiction other than the laws existence of the States of New York and Texas, the General Corporate Law of the State of Delaware and the Federal laws of the United States of America.
5. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein.
6. The opinion expressed herein is as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
7. This opinion is being furnished only to the addressees named above, and has been rendered solely for your benefit in connection with the Credit Agreement and the transactions contemplated thereby and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent; provided, however, that any Person that becomes a Lender or successor Administrative Agent pursuant to the terms of the Credit Agreement may rely on this opinion as if it were addressed to such Person and delivered on the date hereof. Very truly yours, Exhibit F-1 Page 3 Form of Opinion of Counsel EXHIBIT F-2 FORM OF OPINION OF COUNSEL April ___, 2002 To each of the Lenders parties to the Credit Agreement referred to below, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders Ladies and Gentlemen: I am General Counsel of The Williams Companies, Inc. and have acted as counsel to (i) Williams P▇▇▇ ▇▇▇▇ Company, LLC, a Delaware limited liability compan▇ ("▇▇▇▇IAMS LLC"), (ii) Williams Energy Partners, L.P. (the "MLP" and, ▇▇▇▇▇▇▇▇ with William▇ ▇▇▇, ▇he "BORROWERS"), and (iii) Williams GP, LLC (the "GEN▇▇▇▇ ▇▇▇TNER," and together with the Borro▇▇▇▇ ▇▇▇ ▇▇e Guarantors, the "TRANSACTION PARTIES") in connection with the Credit Agreement dated as of April __, 2002, by and among the Borrowers, the Lenders party thereto, Bank of America, N.A., as Administrative Agent for the Lenders, and the other agents and lenders therein named (the "AGREEMENT"). This opinion is furnished to you at the request of the Borrowers pursuant to Section 4.01(a)(vi) of the Agreement. Terms defined in the Agreement not otherwise defined herein are used herein as therein defined. In connection with the opinions expressed herein, I, or attorneys reporting to me, have examined and relied upon copies of the following documents:
(a) the Agreement, including all exhibits, schedules, and attachments thereto, and any Notes issued pursuant thereto (the "NOTES");
(b) [INCLUDE THE FOLLOWING IF APPLICABLE...the Guaranties dated as of even date with the Agreement executed by each of the Guarantors (the "GUARANTY")...];
(c) Certificates of the Secretary of State of the State of Delaware dated _______________, 20022012, attesting to the continued existence and good standing of the Transaction Parties in Delaware; and
(d) the Organization Documents of the Transaction Parties and all amendments thereto. Those documents identified in items (a) and (b) above are collectively referred to herein as the "CREDIT DOCUMENTS." In connection with this opinion, I or other attorneys acting under my supervision have (i) investigated such questions of law, (ii) examined such partnership and company documents and records of the Transaction Parties and certificates of public officials, and (iii) received such information from officers and representatives of the Transaction Parties and made such investigations as I or other attorneys under my supervision have deemed necessary or appropriate for the purposes of this opinion. I have not, nor have other attorneys under my supervision, conducted independent investigations or inquiries to determine the existence of matters, actions, proceedings, items, documents, facts, judgments, decrees, franchises, certificates, permits, or the like and have made no independent search of the records of any court, arbitrator, or governmental authority affecting any Person, and no inference as to my knowledge thereof shall be drawn from the fact of my representation of any party or otherwise. In rendering the opinions herein, I have assumed without independent verification (i) the genuineness of all signatures of the Lenders and the Administrative Agent, (ii) the capacity of the signing officers of each of the Lenders and the Administrative Agent, (iii) the authenticity of all documents submitted to me as original and the conformity with the authentic originals of all documents submitted to me as copies, and (iv) the due execution and delivery, pursuant to due authorization, of the Agreement issued by the Lenders and the Administrative Agent and the enforceability Secretary of the Agreement against the Lenders and the Administrative Agent. Based upon and subject to the foregoing and the other qualifications, limitations, and assumptions set forth below and upon such other matters as I have deemed appropriate, I am of the opinion that:
1. The MLP is a limited partnership duly organized, validly existing, and in good standing under the laws State of the State of Delaware; Williams LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; and the General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
2. Each Transaction Party has the partnership or company power and authority to own and lease its property and to conduct the business in which it is currently engaged. The execution, delivery, and performance by each of the Transaction Parties of the Credit Documents and the consummation of the transactions contemplated by the Credit Documents are (a) within its partnership or company powers, (b) will not contravene (i) the Organization Documents of any Transaction Party, (ii) any law, rule, or regulation applicable to any Transaction Party (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), or (iii) any contractual or legal restriction, and (c) will not result in or require the creation or imposition of any Lien prohibited by the Credit Documents.
3. The Agreement has been duly authorized, executed, and delivered to the Administrative Agent by the BorrowersTexas, and the Guaranty has been duly authorized, executed, and delivered to the Administrative Agent by each Certificate of the Guarantors.
4. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery, and performance by any Transaction Party of the Credit Documents to which it is a party or the consummation of the transactions contemplated by the Credit Documents, except, in the case of such performance, for such authorizations, approvals, actions, notices, and filings which have been made or obtained.
5. To my knowledge there are no pending or overtly threatened actions or proceedings against any Transaction Party before any court, governmental agency, or arbitrator that purport to affect the legality, validity, binding effect, or enforceability of the Credit Documents, or that would reasonably be expected to have a materially adverse effect upon the financial condition or operations of any Transaction Party, taken as a whole.
6. No Transaction Party is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. No Transaction Party is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," or a "public utility" within the meaning of the Public Utility Holding Company Act of 1935, as amended.
7. In any action or proceeding arising out of or relating to the Credit Documents in any court of the State of Oklahoma or in any Federal court sitting in the State of Oklahoma, assuming (i) proper venue, jurisdiction, and a full and proper presentation of the issues and the law to the court, (ii) such action or proceeding is not dismissed on the basis of an inconvenient forum, and (iii) that the court properly applies Oklahoma law, such court would (a) recognize and give effect to the provisions of the Credit Documents that set forth the governing law, and (b) construe the Credit Documents in accordance with the internal laws of the State of New York. Subject to the foregoing and without limiting the generality thereof, a court of the State of Oklahoma or a Federal court sitting in the State of Oklahoma would apply the usury law of the State of New York, and would not apply the usury law of the State of Oklahoma, to the Credit Documents. However, if a court were to hold that the Credit Documents are governed by or are to be construed in accordance with the laws of the State of Oklahoma, the Agreement, when executed and delivered by the parties thereto, would be, under the laws of the State of Oklahoma, legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, and the Guaranty would be, under the laws of the State of Oklahoma, legal, valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with its terms. The opinions expressed in this letter are subject to the following additional qualifications and limitations:
A. My opinion in paragraph 1 Account Status with respect to the organization and good standing of the Borrowers, the Guarantor and the General Partner is based solely on CertificatesCompany, dated as of __________________, 20022012, from issued by the Secretary Comptroller of State Public Accounts of the State of Delaware, certifying as to such mattersTexas.
B. My opinion in 2. The enforceability of each of the last sentence of paragraph 7 above is subject, insofar as enforceability is concerned, to Seller Documents and the effect of any applicable provisions thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyancetransfer, moratorium, moratorium or similar law other laws now or hereafter in effect relating to or affecting enforcement of creditors' ’ rights generally and remedies generally.
C. My opinion in the last sentence of paragraph 7 above is subject, insofar as enforceability is concerned, to the effect of by general principles of equity including principles (including, without limitation, concepts of commercial reasonableness, good faith, faith and fair dealing (dealing), regardless of whether such enforcement is considered in a proceeding in equity or at law).
D. I . Aly Energy Services, Inc. ______________________, 2012 With respect to our opinion set forth in Section III, Paragraph 2 above, we express no opinion with respect to the validity or enforceability of any of the followingfollowing provisions to the extent that they are contained in the Seller Documents: (i) provisions purporting to release, exculpate, hold harmless, or exempt any person or entity from, or to require indemnification or contribution of or by any person or entity for, liability for (A) wrongful or negligent acts, (B) violations of law or (C) matters found to be contrary to any statute or public policy; (ii) provisions purporting to waive, subordinate or not give effect to rights to notice, demands, legal defenses or other rights or benefits that cannot be waived, subordinated or rendered ineffective under Applicable Law; (iii) provisions purporting to provide remedies or waive remedies inconsistent with Applicable Law; (iv) provisions purporting to render void and of no effect any transfers of the rights in any collateral in violation of the terms of the Seller Documents; (v) provisions relating to powers of attorney or severability; (vi) provisions restricting access to courts or purporting to affect the jurisdiction or venue of courts; (vii) provisions relating to waiver of jury trial; (viii) provisions purporting to exclude all conflicts-of-law rules; (ix) provisions pursuant to which a party agrees that a judgment rendered by a court or other tribunal in one jurisdiction may be enforced in any other jurisdiction; (x) provisions providing for liquidated damages to the extent the same they may be deemed a penalty; or (xi) provisions providing that decisions by a party are violative of federal conclusive or state securities laws, rules, or regulations, or of public policy, (ii) clauses waiving right to trial by jury, exculpation clauses, or clauses granting offset rights to the Banks or against any deposits or may be made in respect of matured claims, (iii) clauses relating to recovery of attorneys' fees in connection with the enforcement of obligations, (iv) clauses relating to release of unmatured claims and integration clauses to the effect that no representation was made other than as appears in the Agreement, (v) clauses purporting to waive unmatured rights, representations, warranties, or affirmative or negative covenants to the extent such representations, warranties, or covenants can be construed to be independent clauses which purport to be legal, valid, binding, and enforceable by themselves, as distinguished from being clauses that trigger an event of default, and severability and similar clauses, and (vi) clauses that incorporate by reference a document or instrument or agreement not in existence on the date hereof to the extent that any such document, instrument, or agreement is the basis of an effort to enforce the Agreement, insofar as any of the foregoing are contained in the Agreementits sole discretion.
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