See, generally, S. FitzGibbon and D. Glazer, FitzGibbon and Glazer on Legal Opinions (1992) (“F and G”); Jonathan R. Macey, Third Party Legal Opinions: Evaluation and Analysis (1992); “Third-Party ‘Closing’ Opinions”, The Business Lawyer, Vol. 53, Feb. 1998, at 592 et. seq. (the “1998 TriBar Report”); “Legal Opinions to Third Parties: An Easier Path”, The Business Lawyer, Vol. 34, July, 1979, at 1892 et seq. (the “TriBar Report”); A. Field & R. Ryan, Legal Opinions in Corporate Transactions, Matthew Bender Business Law Monograph No. 26, 1988 (“Monograph”), in connection with using this form. See also the Accord (the “Accord”) set forth in the “Third-Party Legal Opinion Report of the Section of Business Law of the American Bar Association”, The Business Lawyer, Vol. 47, November 1991 (the “Report”). But, note that the Accord is “intended for prospective use only. Neither the full Report nor the Accord itself is to be used as a frame of reference for evaluating or interpreting opinions rendered in the past or, indeed, opinions delivered in the future that do not adopt the Accord”. See Report, p. (iv).

The issues involved in rendering an opinion are various and complex. This form contains representative opinions typically requested in a mortgage loan transaction; it is not appropriate for legal opinions regarding, for example, tax or regulatory matters. Each opinion paragraph, and each clause within each opinion paragraph, should be reviewed carefully and retained, modified or deleted, as appropriate, in developing an opinion that properly reflects the character and structure of the transaction, the identities and character of the parties, the states whose laws may be applicable, the state of admission of opining counsel, etc. In addition, to render several of the opinions, certain additional assumptions and exceptions may be necessary or appropriate. This form generally does not include them, leaving opining counsel to insert what he or she feels is required.

Unless otherwise noted in the opinion, only the addressee should be entitled to rely on it.

We would only indicate “general” counsel in extremely rare circumstances. Even when we are designated by the client as its general counsel, unless we have day-today knowledge of events at the client we should avoid the “general” designation. The word “special” is used as a disclaimer of general or broad representation. In certain circumstances, such as when the Firm acts as local counsel, additional language may be appropriate. The following are examples of such additional language:

[We have represented the Borrower Parties only as special New York counsel with respect to the transactions contemplated by the Loan Documents and have not acted as general counsel with respect thereto.] [We have represented the [Borrower Parties] only with respect to the transactions contemplated by the Loan Documents. There may be matters which generally affect Borrower, the other Borrower Parties or the transactions contemplated by the Loan Documents of which we have no knowledge.

We are not generally familiar with the affairs of Borrower or of the other Borrower Parties.

In any event, note the words of the TriBar Report, at 1898:

While it is possible that a court would hold a lawyer who is generally familiar with the affairs of a party to a higher level of responsibility than one who is not, the facts rather than a recitation as to “general” or “special” status would normally seem to govern.

“Borrower Parties” refers collectively to all entities covered by the opinions to be given.

A list of documents reviewed may be useful for definitional purposes; a description of procedures considered may provide helpful information. However, the use of such lists and descriptions does not necessarily limit the opining lawyer’s responsibility for reviewing and considering such matters as he or she deems appropriate as a basis for the opinions expressed. Generally, if the intention is to limit the opining lawyer’s responsibility to reviewing and considering particular documents, matters or procedures, that limitation must be stated explicitly. See, generally, TriBar Report, at 1900 and 1901; Accord, Section 2; Monograph, Section 5.08 (“it would ordinarily make no sense to give an opinion limited to listed documents”).

The TriBar Report notes that an opining lawyer has an implicit duty to make a “reasonable inquiry” as a basis of any opinion the lawyer gives. However, it also states that the lawyer’s responsibility to make an investigation may be limited “through the description of an investigation (or a statement disclaiming any investigation)”. See TriBar Report, at 1919.

In any event, the opining lawyer “must establish the underlying facts and do so in a methodical way. It is not enough to ‘know’ something in some informal sense. The lawyer needs documentary evidence of the facts.” Monograph, Section 5.10. Such documentary evidence typically consists of corporate officers’ certificates, certificates of public officials, documents furnished by the clients and others, and representations in the Loan Documents.

See notes 14 and 21 below. Cf., Accord, Sections 6-A and 6-B; Special Joint Committee of the Maryland State Bar Association, Inc., and the Bar Association of Baltimore City, “Special Joint Committee on Lawyers’ Opinions in Commercial Transactions,” The Business Lawyer, Vol. 45, February 1990, at 150, 151 (“Because the term ‘our knowledge’ is vague, it is recommended that the term be defined in the opinion to refer only to actual knowledge and only to information which has come to the attention of lawyers in the firm rendering the opinion who have recently worked on matters on behalf of the borrower.”).

“Knowledge” limitations are intended to limit the due diligence responsibility of the opining lawyer. However, the various phrases used to specify knowledge limitations are often imprecise and, therefore, the meaning of the limitation is often unclear. In addition, it is not entirely clear what constitutes the knowledge of a law firm rendering an opinion. As the TriBar Report, at 1919 and 1920, indicates, the general rule is that, with certain exceptions, the knowledge of every lawyer within a firm is attributed to the firm, and facts contained in written material in the firm’s files could be deemed to be part of the firm’s knowledge.

Therefore, it would be helpful, when including a “knowledge” limitation, to specify, for example, that such knowledge is limited to the actual knowledge of a limited group of attorneys responsible for the matter. For example, an opinion could be rendered “to the knowledge of the attorneys with primary responsibility for the regulatory affairs of the Transactions Parties”. Alternatively, the opining lawyer’s knowledge could be limited to knowledge of documents prepared by the Firm.

Although the Accord supports the formulation about knowledge set forth in the form, this formulation is not yet customary, and may be aggressive. In any event, the opinion should always be limited to “actual knowledge”.

In addition, the view of the TriBar Report, at 1919, is that phrases such as “To the best of our knowledge”, “We do not know of”, “We have no knowledge” and “To our knowledge” are not distinguishable.

The 1998 TriBar Report indicates that there is a “growing acceptance” of an opinion with respect to existence, as a substitute for an opinion about due organization or due incorporation. See 1998 TriBar Report, at 644. An opinion that a Transaction Party is “duly organized” is expansive, since it is an “opinion as to due organization covers both incorporation and organizational matters occurring thereafter”. TriBar Report, at 1906. Thus, an opinion as to “due organization” requires that the Firm investigate organizational matters with respect to the Transaction Party, such as the election of directors, the first meeting of the board of directors, adoption of by-laws, election of officers, etc. Moreover, a “due organization” opinion addresses applicable law at the time relevant events occurred. An opinion about due incorporation is not as broad, but still should be avoided.

A certificate of the appropriate governmental official will be necessary to establish qualification within each specified foreign jurisdiction. See TriBar Report, at 1906-1908; Monograph, Section 6.02(1)(b).

The Accord characterizes as “questionable” a request for an opinion verifying a corporation’s qualification and good standing as a foreign corporation qualified to do business in a particular jurisdiction. Such an opinion involves “neither issues of law or questions of legal judgment.” Verification is best left to corporation service companies that perform the “mechanical task” of collecting relevant public documents, that then may be included in the closing documents delivered to the opinion recipient. See Accord, “Certain Guidelines for the Negotiation and Preparation of Third-Party Legal Opinions”, Part I.C, Item (2). Accordingly, this Firm should avoid giving such opinions (except with respect to such qualification and good standing in New York).

Opinions with respect to foreign qualification to do business and good standing generally are requested in one of four forms. Generally, such an opinion will provide that the Transaction Party is duly qualified as a foreign corporation and is in good standing in each jurisdiction: (i) in which it owns or leases property or conducts its business; (ii) in which the nature of its business or properties requires it to be qualified; (iii) which requires such qualification and good standing, except to the extent that failure to so qualify and be in good standing would not have a material adverse effect on such Transaction Party; or (iv) listed on a specified schedule to the opinion. When a qualification opinion is required, the Firm should follow the fourth option (and should try to limit the jurisdictions covered to New York), in order to avoid opinions on the law of another State and to avoid the factual investigation necessary to determine the scope of the Transaction Party’s business in such other State. For New York qualification where the qualification process is not yet complete (e.g., satisfaction of publishing requirements), the following is more appropriate: “ It should be noted that Borrower is pursuing qualification to do business in the State of New York, having filed an Application for Authority in the State of New York on ______ and Borrower has obtained a certificate of existence in the State of New York which states that Borrower is authorized to do business in the State of New York.”

“Contravene”, “breach” or “default” are preferable to “conflict”, which is less precise. See 1998 TriBar Report § 6.5.2, at 656

The word “law” should not be included in the “no-conflicts” opinion, because its inclusion will cause the “no-conflicts” opinion to cover common law doctrines, as well as statutes, rules and regulations. As noted in the Accord, Paragraph 16.4, common law doctrines, unlike statutes, “are not ordinarily thought of as capable of being violated.” See also 1998 TriBar Report § 6.6, at 661-662.

A transaction may violate a law, or conflict with the provisions of another transaction, yet still be valid and binding, and enforceable in accordance with its terms. See TriBar Report, at 1922; Monograph, Section 6.03[1]. Therefore, an opining lawyer may be able to state that the Loan Documents are valid and binding, even though they violate a law or conflict with other agreements. The “non-contravention,” or “no-conflicts” opinion is intended to go beyond the remedies opinion to state, in effect, that the execution and delivery by each Transaction Party of each Loan Document to which it is a party, and the performance by each Transaction Party of its respective obligations thereunder, will not, with the giving of notice or the passage of time (or both), constitute an “event of default” or breach empowering another person, or a court, to take remedial or other action under: (i) a contract, other than a Loan Document, to which a Transaction Party is a party or by which it or its property is bound; or (ii) a court or administrative order, judgment or decree relating to a Transaction Party. See, generally, Accord, Paragraph 15.2; Monograph, Section 2.13.

Either the opinion must identify (by reference to an Exhibit) the contracts to be examined or an officer’s certificate must be obtained to establish the agreements to which Borrower Parties are parties. The list of contracts in the Exhibit to the opinion or in the certificate may be limited, for example, to contracts for borrowed money in amounts in excess of a specified dollar amount. In any event, it is inappropriate to render an opinion with respect to “any material contract” and to rely on an officer’s certificate that does not identify the contracts to which the Borrower Parties are parties, but merely states that “execution, delivery and performance of the Loan Documents will not violate any material contract.” See, generally, Monograph, Section 2.16(1). Cf., note 12 above. The contracts must be reviewed to determine, inter alia, whether they limit the amount of debt a Transaction Party may incur (either through an express prohibition, by a debt to net worth restriction or otherwise) or whether they restrict the transactions contemplated by the Loan Documents (e.g., a merger or acquisition).

It is often requested that the “no-conflicts” opinion cover judgments, writs, injunctions, decrees, orders and rulings of any court to which the Borrower Parties are subject. The request can usually be honored, with appropriate limiting language. An example of such language is contained in item (d) of the text. As an alternative, item (d) may be modified to read:

“(d) do not contravene any judgment, writ, injunction, decree, order or ruling known to us (based solely on certificates provided by officers of the Borrower Parties furnished to you concurrently herewith) of any court and to which such Transaction Party is subject.”

If the quoted language is not included, the relevant judgments, writs, etc. should be determined and investigated through officers’ certificates, searches for governmental filings and representations and warranties in the Loan Documents.

The Report states that the judgments, writs, decrees, etc. covered by an Accord opinion are limited to those that name the Borrower Parties and are specifically directed to them or their properties. See Accord, Paragraph 15.7. This limitation should be incorporated into opinions of the Firm.

Sometimes the following opinion is requested:

[based on our review of the contracts listed in Exhibit __ hereto,] [to our actual knowledge,] the execution and delivery by each Transaction Party of each Loan Document to which it is a party, and the performance by each Transaction Party of its respective obligations thereunder, do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance (other than pursuant to the Loan Documents) upon or with respect to any of its properties.

This opinion is essentially an opinion that the execution, delivery and performance of the Loan Documents will not result in a lien becoming effective. The opinion requires a review of the contracts to which the Borrower Parties are parties and, therefore, should be subject to the same qualification as the opinion on contracts set forth in paragraph 2(iii). Thus, the contracts addressed should be those listed in the Exhibit.

The phrase “consummation … of the transactions contemplated” refers only to approvals and authorizations required at or prior to the closing. The word “performance” is sometimes requested as an alternative to “consummation … of the transactions contemplated”. However, it is the consensus of the TriBar Committee that the word “performance” means that post-closing authorizations are intended to be covered by the opinion. Therefore, unless post-closing authorizations are intended to be covered, the phrase “the consummation … of the transactions contemplated” should be used instead of the word “performance.” TriBar Report, at 1920-1921. Note, too, that in “Glazer and FitzGibbon on Legal Opinions,” the authors believe that “an opinion that refers to performance goes much further than an opinion that is limited to consummation of the transaction.” See Section 15.5 at 482.

Also, it may be appropriate to obtain an officer’s certificate as to the facts supporting the opinion. See Monograph, Section 2.16.

The following clause is sometimes requested to be included in the Firm’s opinions:

or for the exercise by any party to the Loan Documents (other than the Borrower Parties) of any of their rights and remedies under any Loan Document.

Additional exceptions may be necessary. The following are examples of additional exceptions common in secured financings:

except: (i) for the filing of the Financing Statements in the appropriate public offices; (ii) as may be required by the Securities Exchange Act of 1934, as amended, the Investment Advisers Act of 1940, as amended, and the Investment Company Act of 1940, as amended, in connection with your exercise of any remedies under the [Pledge Agreement] in respect of any Pledged Stock (as defined therein) and under the [Security Agreement] in respect of any Accounts (as defined therein); and (iii) as may be required in connection with your exercise of any remedies under the [Pledge Agreement] in respect of any [Pledged Stock] (as defined therein) by laws affecting the offering and sale of securities generally.

A remedies opinion, i.e., an opinion that the Loan Documents are “legal, valid, binding and enforceable in accordance with their terms”, does not mean that a court will specifically enforce every provision of the contract exactly as it is written; however, the remedies opinion does mean that a court will provide a breach of contract remedy for the breach of a provision. In the words of the TriBar Report, at 1914:

[A remedies opinion] means that if there is a default in performance of an obligation (1) if a failure to pay or other damage can be shown and (2) if the defaulting party can be brought into a court which will hear the case and apply the governing law, then, subject to the availability of defenses and the exceptions stated in the opinion, the court will provide a money damage (or perhaps injunctive relief or specific performance) remedy.

Before giving a remedies opinion, the opining lawyer should first test the enforceability of the provisions of the Loan Documents in light of the law existing on the date of the opinion (including statutory laws not yet effective, but which, as of the date of the opinion, are scheduled to become effective). To test the enforce-ability of a provision, the opining attorney should assume that: (i) a breach of such provision has occurred (and that there is no factual dispute with respect to such breach); and (ii) the breaching party is pleading that the breached provision is invalid generally or in the circumstances under which the breach occurred. The opining lawyer should then act as a hypothetical court and consider whether to grant a remedy for the breach, in light of the defenses and applicable law. See, generally, Monograph, Sections 1.02 and 2.03; Accord, at 1914-1918.

According to the TriBar Report, at 1920, the duty to make a “reasonable inquiry” as a basis of any opinion is implicit, and this duty is not disclaimed by the mere inclusion of a “knowledge” limitation. However, the opining lawyer’s responsibility may be limited by the use of “a description of an investigation (or a statement disclaiming any investigation).” If only a limited investigation (or no investigation) has been made, then rather than risk responsibility for a broader investigation, it is advisable to describe, if practicable, the actual investigation. See also notes 14 and 15 above.

Cf., Accord, Section 17.

The “Third-Party “Closing” Opinions”, The Business Lawyer, Vol. 53, Feb. 1998, at 663-64, indicates that the no litigation opinion is largely factual and suggests that “no real loss to opinion recipients” would result if recipients relied on representations from the client. In any event, a number of firms are reluctant to give, and recent authorities have questioned the propriety of requests for, opinions as to the likely outcome of any litigation or as to whether an unfavorable outcome would have an adverse effect on the Borrower Parties’ financial condition. Generally, such opinions are considered beyond the ability and knowledge of the opining lawyer.

Also, instead of “questions the validity or legality of”, the Accord uses the language, “seek[s] to enjoin or otherwise interfere with” and “seek[s] to affect the enforceability of”. See Accord, Section 17 and the “Illustrative Opinion Letter” attached to the Accord.

See Section 9-203 of the UCC for requirements. Sometimes, law firms are requested to provide that “the Security Agreement is effective to create . . . a valid security interest (or valid and enforceable security interest) . . . .” The Firm should resist this. The concern is that the security interest opinion is NOT an enforceability opinion. The security interest opinion does not include bankruptcy or equitable remedies exceptions because the security interest opinion addresses whether the requirements of the UCC have been satisfied. The August 2003 TriBar Report addresses this point. Note 44, at page 1461, states: “An opinion recipient occasionally will request an opinion stating that a “valid and enforceable” security interest was created or perfected. This language blurs the distinction between a remedies opinion on a contract that includes a security agreement and a security interest opinion, and the Committee recommends that the words “valid and enforceable” not be used.” The same reasoning should apply when the opinion recipient requests an opinion that a valid security interest was created.

Section 9-203 provides the basic requirements for the creation of a security interest: value has been given, the debtor has rights in the collateral, and the debtor has authenticated a security agreement that provides a description of the collateral. Section 9-108(a) sets forth what a sufficient description is: “a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.” Broad descriptions such as all assets are not sufficient:

“A description of collateral as “all the debtor’s assets” or “all the debtor’s personal property” or using words of similar import does not reasonably identify the collateral.

See generally TriBar Opinion Committee, Special Report of the TriBar Opinion Committee: U.C.C. Security Interest Opinions, 58 Business Lawyer 1453 (2003); TriBar Opinion Committee, Special Report by the TriBar Opinion Committee, U.C.C. Security Interest Opinions, 49 Business Lawyer 359 (1993). Sometimes, the Firm is requested to include the following: “The UCC Financing Statements are in proper form for filing in the State of New York.” This is acceptable.

If a fraudulent transfer opinion is to be rendered elsewhere in the opinion, delete the words “fraudulent conveyance,” appearing in the text and add here the following language:

; provided, however, that none of the foregoing exceptions shall be deemed to refer to the possible unenforceability of any of the Loan Documents by reason of any state or federal law relating to fraudulent conveyances [, except that we express no opinion as to the enforce-ability of any Guaranty included in the Loan Documents or any Loan Document securing any such Guaranty to the extent that “value” within the meaning of Section 548(c) of the Federal Bankruptcy Code has not been given in exchange therefor].

The above proviso, with or without the exception that follows, is very unusual. In the words of the Second Addendum: “the application of fraudulent transfer laws is a complex and uncertain fact-sensitive process. It can rarely be determined by legal analysis alone and could not reasonably be expected to be addressed as a matter of course in the standard remedies opinion”. Second Addendum, at 569-572; see also Accord, Sections 12 and 19. Please speak with a member of the Firm’s Opinion Committee before offering such an opinion.

We are sometimes asked to restrict this to security documents and guaranties (and omit the loan agreement and promissory notes). This is an acceptable request, and is in fact consistent with the 1998 TriBar Report: “The Committee believes that its continued use should be confined to its historical context of lease and secured financing transactions.” See page 626.

The Firm sometimes includes a “practical realization” qualification, as a limitation on the qualifications of the remedies opinion, particularly when opining on security documents or trust indentures. Such language is intended to serve as an alternative to an itemized list of all the provisions that might not be enforceable or otherwise covered by the bankruptcy and equitable principles limitations. Generally, it provides that certain provisions of the Loan Documents might not be enforceable or that enforceability may be limited in certain circumstances. The following is suggested “practical realization” language:

“Certain provisions of the Loan Documents may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Loan Documents, taken as a whole, and the Loan Documents, taken as a whole, contain, in our judgment, adequate [provisions for enforcing payment of the obligations of the Borrower Parties thereunder] [remedies for realization of the principal benefits intended to be provided by the Loan Documents] [, subject to clauses (i) and (ii) above and to the economic consequences of any delay which may result from applicable law, rules or judicial decisions].”

Opinion recipients have sometimes requested the following form of “practical realization” opinion, which is far broader than that set forth above. This form should be avoided:

“Notwithstanding the exceptions noted above, [the opinion recipient] will achieve the practical realization of the benefits intended to be conferred by the Loan Documents.”

This broad version may override the bankruptcy and general equitable principles exceptions. Thus, according to the TriBar Committee, it “is inappropriate and should not be requested or rendered.” See Remedies Report.

See the TriBar Report, at 1921, n. 45.

The TriBar Report, at 1902, states that, “[b]y relying on an opinion a lawyer ordinarily indicates that in his or her judgment it is reasonable to do so.” Such reasonableness is generally established by ascertaining (i) the reputation for competence of the local counsel and (ii) whether the opinion on its face responds to the questions posed to local counsel. See, generally, TriBar Report, at 1902-1903; Monograph, Sections 2.11, 2.12 and 5.11(2).

It is unlikely that the bracketed language will shield an opining lawyer from liability if reliance on the local counsel’s opinion is unjustified.

The Firm’s opinions should not state that we “concur” in the opinion of local counsel or that local counsel’s opinion is “satisfactory in form and substance.” Such statements require independent research of the issues addressed. TriBar Report, at 1903-1904. A more limited statement is: “While we have made no independent investigation as to the legal matters covered in the opinion of ______, we believe such opinion is satisfactory in form and scope.” “Form and scope” language is limited and does not necessarily require independent research. Rather, it simply connotes that reliance on the local counsel’s opinion is “justified,” and it only imposes on the opining lawyer the limited responsibilities described in note 22 above. See TriBar Report, p. 1902; Monograph, Section 5.11(2). However, before using “form and scope” language, consider that lawyers limit such usage “because of the potential for confusion with the broader ‘form and substance’ statement.” Monograph, Section 5.11(2).

According to the TriBar Report, at 1920, the duty to make a “reasonable inquiry” as a basis of any opinion is implicit, and this duty is not disclaimed by the mere inclusion of a “knowledge” limitation. However, the opining lawyer’s responsibility may be limited by the use of “a description of an investigation (or a statement disclaiming any investigation).” If only a limited investigation (or no investigation) has been made, then rather than risk responsibility for a broader investigation, it is advisable to describe, if practicable, the actual investigation. See also notes 16 and 17 above.

Cf., Accord, Section 17.

The Firm is very reluctant to give, and recent authorities have questioned the propriety of requests for, opinions as to the likely outcome of any litigation or as to whether an unfavorable outcome would have an adverse effect on the Borrower Parties’ financial condition. Generally, such opinions are considered beyond the ability and knowledge of the opining lawyer.

Also, instead of “questions the validity or legality of”, the Accord uses the language, “seek[s] to enjoin or otherwise interfere with” and “seek[s] to affect the enforceability of”. See Accord, Section 17 and the “Illustrative Opinion Letter” attached to the Accord.

Confirm that this term is defined in the Loan Agreement. In addition, sometimes we are requested to permit reliance by assignees on our opinions. Set forth below is a provision that may be used in connection with such reliance:

“The opinions expressed herein have been rendered at your request, are solely for your benefit and your permitted assignees (subject to the last sentence of this paragraph) in connection with the transactions contemplated by the Credit Documents, may not be relied upon by you in any other manner or by any other Person in any manner or for any purpose and may not be communicated or published by you to any other Person for any purpose without our prior written approval in each instance. We do not undertake to update, revise or supplement any opinion or statement herein for any reason whatsoever. At your request, we hereby consent to reliance hereon by any future assignee of your interest in the loans under the Loan Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section ___ of the Loan Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to any person other than its addressee(s), or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time.”

See Note 1 above.

If the loan is to be securitized, the opinion recipient may request that others (including rating agencies) be entitled to rely on the opinion letter. In such cases, the following alternative concluding paragraph may be used:

“The opinions expressed herein have been rendered at your request, are solely for your benefit in connection with the transactions contemplated by the Loan Documents and may be relied upon by you and your legal advisors, and by transferees of interests in the Loan and future participants in the Loan acting as Lender under the Loan Agreement referred to above, including any party acting as agent or trustee and rating agencies in connection with a securitization of the Loan, and their respective counsel. Our opinion may not be used, quoted from, referred to or relied upon by you or any other Person for any other purpose, nor may copies be delivered to any other Person, without our prior written consent in each instance, except that you may deliver copies of this opinion to (a) your auditors, attorneys and other professional advisors acting on your behalf in connection with the Loan or the transactions contemplated thereby, (b) governmental authorities having jurisdiction over you to the extent that disclosure of this opinion is required by applicable law or regulation, (c) designated Persons pursuant to order or legal process of any court or governmental agency or authority of competent jurisdiction, and (d) rating agencies and prospective investors in connection with a securitization of the Loan, prospective purchasers of the Note and participants in the Loan. We shall have no obligation to revise or reissue this opinion with respect to any change in law or any event, fact, circumstance or transaction that occurs after the date hereof. In addition, we express no opinion with respect to any issue arising out of or related to (i) the identity or status of any transferee of the Note or participant in the Loan, (ii) a securitization of the Loan or (iii) any transaction subsequent to the closing of the Loan.”