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These excerpts taken from the CHK 8-K filed Feb 17, 2009. Prospectus"); (iii) the
Indenture; (iv) the Secretary's Certificates being delivered at the closing of
the issuance of the Securities, including the exhibits thereto; and (v) such
other certificates, statutes and other instruments and documents as we
considered appropriate for purposes of the opinion hereafter expressed. As to
any facts material to the opinion contained herein, we have made no independent
investigation of such facts and have relied, to the extent that we deem such
reliance proper, upon certificates of public officials and officers or other
representatives of the Company.
In
connection with rendering the opinion set forth below, we have assumed that (i)
all information contained in all documents reviewed by us is true and correct;
(ii) all signatures on all documents examined by us are genuine; and (iii) all
documents submitted to us as originals are authentic and all documents submitted
to us as copies conform to the originals of those documents. In
rendering this opinion, we have also assumed that the Securities will be issued
and sold in compliance with applicable federal and state securities laws and in
the manner described in the Prospectus.
Based on
the foregoing, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that when the Securities have
been duly executed, authenticated, issued and delivered in accordance with the
provisions of the Indenture upon payment of the consideration provided for in
the applicable underwriting agreement, the Securities will be legally issued and
will constitute valid and legally binding obligations of the Company and the
Subsidiary Guarantors, enforceable against the Company and the Subsidiary
Guarantors in accordance with their terms, except as such enforcement is subject
to (i) bankruptcy, fraudulent conveyance or transfer, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally and (ii) the application of general principles of
equity (regardless of whether considered in a proceeding at law or in equity)
including, without limitation, (a) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (b) concepts of
good faith, reasonableness, fair dealing and materiality.
We
express no opinions concerning (a) the validity or enforceability of any
provisions contained in the Indenture that purport to waive or not give effect
to rights to notices, defenses, subrogation or other rights or benefits that
cannot be effectively waived under applicable law, or (b) the enforceability of
indemnification provisions to the extent they purport to relate to liabilities
resulting from or based upon negligence or any violation of federal or state
securities or blue sky laws.
The
foregoing opinion is limited to the contract laws of the State of New York and
the federal laws of the United States of America and we are expressing no
opinion as to the effect of the laws of any other jurisdiction, domestic or
foreign. The opinions expressed herein are given as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of any change in
any matter set forth herein.
We hereby
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to a Current Report on Form 8-K and to the use of our
name in the Prospectus under the caption "Legal Matters." By giving
such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.
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