Registration Statement No. 333-______ (unless the context shall otherwise require, the Registration Statement, as amended, is hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Virginia, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of Alabama, Illinois, Kentucky, North Carolina and South Carolina and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company. 2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company. 3. The Agreement has been duly and validly authorized, executed and delivered by the Company. 4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA. 5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture. 6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the Illinois Commerce Commission, the Kentucky Public Service Commission, the Virginia State Corporation Commission and such authorizations are in full force and effect and, except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures. 7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions. 8. The execution and delivery of the Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter or by-laws of the Company or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over the Company or its property. 9. To my knowledge there is no litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of the Agreement.
Appears in 1 contract
Registration Statement No. 333-______ (unless the context shall otherwise require, the Registration Statement, as amended, is hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures Notes in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company Verizon Communications under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company Each of the Companies is a corporation duly incorporated, validly existing and in good standing under the laws of the State of VirginiaDelaware, is a duly licensed and qualified foreign corporation in good standing under the laws of those jurisdictions in which such Company's ownership of its property or the States conduct of Alabamaits business requires such qualification (except where the failure to so qualify would not have a material adverse effect on the business, Illinoisprospects, Kentuckyproperties, North Carolina and South Carolina financial condition or results of operations of such Company), and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you Notes and the obligations under the Support Agreement have been taken by the CompanyCompanies.
3. The Agreement has been duly and validly authorized, executed and delivered by each of the CompanyCompanies.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by each of the Company Companies and constitutes a legal, valid and binding agreement of each of the Company Companies enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures Notes conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company Verizon Global Funding and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company Verizon Global Funding and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company Verizon Global Funding enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance Support Agreement conforms as to legal matter with the statements concerning it in the Registration Statement and sale of Prospectus, is in the New Debentures, as form contemplated by the AgreementIndenture, have has been duly and validly authorized by all necessary corporate action, executed and delivered and (subject to the Illinois Commerce Commissionqualifications set forth in paragraph 4 above constitutes the legal, the Kentucky Public Service Commissionvalid and binding obligation of each of the Companies, the Virginia State Corporation Commission and such authorizations are enforceable in full force and effect and, except accordance with its terms.
7. Except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for Notes or the conduct of its business in obligations under the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictionsSupport Agreement.
8. Verizon Global Funding is not required to register as an Investment Company under the Investment Company Act of 1940, as amended;
9. The execution and delivery of the Agreement Agreement, the Indenture and the Indenture Support Agreement and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter certificate of incorporation or by-laws of either of the Company Companies or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over either of the Company Companies or its their property.
910. To my knowledge there is no litigation or governmental proceeding pending or threatened against either of the Company Companies or its their subsidiaries which would affect the subject matter of the Agreement.
11. The Registration Statement became effective under the Act and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Notes in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours,
Appears in 1 contract
Registration Statement No. 333-______ and Registration Statement No. 33-55852 (unless the context shall otherwise require, the Registration StatementStatements, as amended, is are hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Virginia, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of Alabama, Illinois, Kentucky, North Carolina and South Carolina Maryland and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the Illinois Commerce Commission, the Kentucky Public Service CommissionCommission of Maryland, the Virginia State Corporation Commission and such authorizations are authorization is in full force and effect and, except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions.
8. The execution and delivery of the Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter or by-laws of the Company or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over the Company or its property.
9. To my knowledge there is no litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of the Agreement.
10. The Registration Statement became effective under the Act and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours,
Appears in 1 contract
Registration Statement No. 333-______ (unless the context shall otherwise require, the Registration Statement, as amended, is hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures Notes in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company Verizon Communications under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company Each of the Companies is a corporation duly incorporated, validly existing and in good standing under the laws of the State of VirginiaDelaware, is a duly licensed and qualified foreign corporation in good standing under the laws of those jurisdictions in which such Company's ownership of its property or the States conduct of Alabamaits business requires such qualification (except where the failure to so qualify would not have a material adverse effect on the business, Illinoisprospects, Kentuckyproperties, North Carolina and South Carolina financial condition or results of operations of such Company), and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you Notes and the obligations under the Support Agreement have been taken by the CompanyCompanies.
3. The Agreement has been duly and validly authorized, executed and delivered by each of the CompanyCompanies.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by each of the Company Companies and constitutes a legal, valid and binding agreement of each of the Company Companies enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures Notes conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company Verizon Global Funding and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company Verizon Global Funding and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company Verizon Global Funding enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance Support Agreement conforms as to legal matter with the statements concerning it in the Registration Statement and sale of Prospectus, is in the New Debentures, as form contemplated by the AgreementIndenture, have has been duly and validly authorized by all necessary corporate action, executed and delivered and (subject to the Illinois Commerce Commissionqualifications set forth in paragraph 4 above constitutes the legal, the Kentucky Public Service Commissionvalid and binding obligation of each of the Companies, the Virginia State Corporation Commission and such authorizations are enforceable in full force and effect and, except accordance with its terms.
7. Except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for Notes or the conduct of its business in obligations under the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictionsSupport Agreement.
8. Verizon Global Funding is not required to register as an Investment Company under the Investment Company Act of 1940, as amended;
9. The execution and delivery of the Agreement Agreement, the Indenture and the Indenture Support Agreement and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter certificate of incorporation or by-laws of either of the Company Companies or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over either of the Company Companies or its their property.
910. To my knowledge there is no litigation or governmental proceeding pending or threatened against either of the Company Companies or its their subsidiaries which would affect the subject matter of the Agreement.
11. The Registration Statement became effective under the Act and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Notes in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, cc: Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP EXHIBIT B MILBANK, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ New York, New York 10005 VERIZON GLOBAL FUNDING CORP. $___,000,000 __________________ and the other several Purchasers referred to in the Purchase Agreement dated ________________, among such Purchasers, Verizon Global Funding Corp. and Verizon Communications Inc. Dear Sirs: We have been designated by Verizon Global Funding Corp. (the "Company") as counsel for the purchasers of $___,000,000 aggregate principal amount of its __________________ (the "New Notes"). Pursuant to such designation and the terms of a Purchase Agreement dated ________, relating to the New Notes (the "Purchase Agreement"), entered into by you with Verizon Global Funding and Verizon Communications Inc. (together, the "Companies"), we have acted as your counsel in connection with your several purchases this day from Verizon Global Funding of the New Notes, which are issued under an Indenture dated as of December 1, 2000, as amended and supplemented (the "Indenture"), among the Companies and Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee, and supported by a support agreement dated as of October 31, 2000 (the "Support Agreement"), between Verizon Global Funding and Verizon Communications Inc. We have reviewed originals, or copies certified to our satisfaction, of such corporate records of the Companies, indentures, agreements and other instruments, certificates of public officials and of officers and representatives of the Companies, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Companies and statements contained in the Registration Statement hereinafter mentioned. In addition, we attended the closing held today at the offices of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at which Verizon Global Funding caused the New Notes to be delivered to your representatives at the Depository Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, for your several accounts, against payment therefor. On the basis of the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:
1. Each of the Companies is a validly existing corporation, in good standing, under the laws of the State of Delaware.
2. The Purchase Agreement has been duly authorized, executed and delivered by and on behalf of each of the Companies.
3. Each of the Indenture and the Support Agreement has been duly authorized, executed and delivered by each of the Companies and constitutes a legal, valid and binding agreement of the Companies enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforceability of creditors' rights. The enforceability of each of the Indenture and the Support Agreement is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
4. The New Notes have been duly authorized and conform as to legal matters in all substantial respects to the description thereof contained in the Registration Statement and Prospectus hereinafter mentioned. The New Notes (assuming due execution thereof by Verizon Global Funding and due authentication and delivery by the Trustee) have been duly issued for value by Verizon Global Funding and (subject to the qualifications stated in paragraph 3 above) constitute legal, valid and binding obligations of Verizon Global Funding, and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and of the New Notes.
5. On the basis of information received by the Companies from the Securities and Exchange Commission (the "Commission"), Registration Statement No. 333- ______ (the "Registration Statement"), filed with the Commission pursuant to the Securities Act of 1933, as amended (the "Act"), is effective under the Act. The Prospectus dated __________, as supplemented by the Prospectus Supplement dated ____________ (collectively, the "Prospectus") is lawful for use for the purposes specified in the Act, in connection with the offer for sale and sale of the New Notes in the manner therein specified, subject to compliance with the provisions of securities or Blue Sky laws of certain States in connection with the offer for sale or sale of the New Notes in such States. To the best of our knowledge, the Registration Statement remains in effect at this date.
6. The Registration Statement, as of its effective date, and the Prospectus, as of the date hereof, together with the documents incorporated by reference therein (the "Incorporated Documents") (except any financial statements or other financial data which no opinion is expressed) appear on their face to be appropriately responsive, in all material respects relevant to the offering of the New Notes, to the requirements of the Act and the Securities Exchange Act of 1934, as amended
Appears in 1 contract
Registration Statement No. 333-______ (unless the context shall otherwise require, the Registration Statement, as amended, is hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of VirginiaNew York, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of AlabamaMaine, IllinoisMassachusetts, KentuckyNew Hampshire, North Carolina Rhode Island and South Carolina Vermont, and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the Illinois Commerce New Hampshire Public Utilities Commission, the Kentucky Public Service Commission, the Virginia State Corporation Commission and such authorizations are authorization is in full force and effect and, except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions.
8. The execution and delivery of the Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter or by-laws of the Company or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over the Company or its property.
9. To my knowledge there is no litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of the Agreement.
10. The Registration Statement became effective under the Act and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours,
Appears in 1 contract
Registration Statement No. 333-333- _________ and Registration Statement No. 333-45779 (unless the context shall otherwise require, the Registration StatementStatements, as amended, is are hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my such examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of VirginiaNew York, is a duly licensed and qualified foreign corporation in good standing under the laws law of the States State of AlabamaConnecticut, Illinois, Kentucky, North Carolina and South Carolina and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the Illinois Commerce Commission, the Kentucky New York State Public Service Commission, the Virginia State Corporation Commission and such authorizations are authorization is in full force and effect and, except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions.
8. The execution and delivery of the Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter or by-laws of the Company or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over the Company or its property.
9. To my knowledge there is no litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of the Agreement.
10. The Registration Statement became effective under the Act and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and JPMorgan Chase Bank may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours,
Appears in 1 contract
Registration Statement No. 333-______ and Registration Statement No. 33-49851 (unless the context shall otherwise require, the Registration StatementStatements, as amended, is are hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Virginia, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of Alabama, Illinois, Kentucky, North Carolina and South Carolina New Jersey and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the Illinois Commerce CommissionNew Jersey Board of Public Utilities, the Kentucky Public Service Commission, the Virginia State Corporation Commission and such authorizations are authorization is in full force and effect and, except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions.
8. The execution and delivery of the Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter or by-laws of the Company or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over the Company or its property.
9. To my knowledge there is no litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of the Agreement.
10. The Registration Statement became effective under the Act, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours,
Appears in 1 contract
Registration Statement No. 333-_______ and Registration Statement No. 33-65152 [and Registration Statement No. ____] (unless the context shall otherwise require, the Registration StatementStatements, as amended, is are hereinafter called the "Registration Statement"), ) and the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), ) and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State Commonwealth of Virginia, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of Alabama, Illinois, Kentucky, North Carolina and South Carolina and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, Trustee and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the Illinois Commerce Commission, the Kentucky Public Service Commission, the Virginia State Corporation Commission and such authorizations are in full force and effect and, except Except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions.
8. The execution and delivery of the Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not result in a violation of or conflict with the provisions of the charter or by-laws of the Company or any order, decree, rule or regulation known to me of any court or governmental agency having jurisdiction over the Company or its property.
9. To my knowledge there is no litigation or governmental proceeding pending or threatened against the Company or its subsidiaries which would affect the subject matter of the Agreement.
10. The Registration Statement became effective under the Act and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours,
Appears in 1 contract