This excerpt taken from the PMCS 8-K filed May 10, 2006.
FORM OF OPINION OF MORRISON & FOERSTER LLP
1. Each of the Underwriting Agreement and the Custody Agreements and Powers of Attorney have been duly executed and delivered, and with respect to the Selling Stockholders other than those who are natural persons, have been duly authorized by all necessary organizational action, by the Selling Stockholders.
2. The Underwriting Agreement and the Custody Agreements and Powers of Attorney constitute legally valid and binding obligations of each of the Selling Stockholders.
3. The Underwriting Agreement has been duly executed and delivered by an Attorney-in-Fact under the Custody Agreements and Powers of Attorney on behalf of the Selling Stockholders.
4. The execution and delivery by Selling Stockholders of the Underwriting Agreement and the Custody Agreements and Powers of Attorney and the performance by the Selling Stockholders of their respective obligations thereunder, on the date hereof do not: (i) violate the charter or bylaws of any Selling Stockholder that is a corporation or the partnership agreement of any Selling Stockholder that is a partnership or the limited liability company agreement of any Selling Stockholder that is a limited liability company; (ii) result in the breach of or a default under any of the agreement or instrument known to us to which any Selling Stockholder is a party or by which any Selling Stockholder is bound or to which any of its properties are subject; (iii) violate any federal or New York statute, rule or regulation or court order applicable to any Selling Stockholder or its properties; or (iv) require any consents, approvals, or authorizations to be obtained by any Selling Stockholder from, or any registrations, declarations or filings to be made by the Company with, any governmental authority under any federal or New York statute, rule or regulation applicable to any Selling Stockholders or to which its properties are subject that have not been obtained or made.
5. With your consent, based solely on a review on May 10, 2006, of the stock transfer records of the Company, the Selling Stockholders were the owners of record on that date in the stock records of the Company of the Shares set forth on Exhibit A hereto.
6. Upon delivery of the certificates evidencing the Shares to the Underwriter in the State of New York, with stock powers duly endorsed either to the Underwriter or in blank by an effective endorsement, and payment therefor in accordance with the terms of the Underwriting Agreement, the Underwriter will acquire its interest therein free of any adverse claim (as defined in
Section 8-102(a)(1) of the New York UCC) if at such time the Underwriter does not have notice thereof (within the meaning of Section 8-105 of the New York UCC).