This excerpt taken from the Q 8-K filed Nov 3, 2005.
[FORM OF OUTSIDE COUNSEL OPINION (LINKLATERS)]
1. The Notes, upon payment for and delivery of the Notes in accordance with the Underwriting Agreement and the authentication of the certificate or certificates representing the Notes by a duly authorized signatory of the Trustee in accordance with the provisions of the Indenture, constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
2. The Indenture constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
3. The issue and sale of the Notes in the manner contemplated by the Prospectus, and the execution and delivery by the Company of the Underwriting Agreement and the Indenture do not and the performance of its obligations under the Underwriting Agreement and the Indenture will not, violate, breach or result in a default under any existing obligation of or restriction on the Issuer under any agreement identified in Exhibit 1 hereto (the Relevant Agreements). If a Relevant Agreement is governed by the laws of a jurisdiction other than New York, we have assumed such Relevant Agreement is governed by the laws of the State of New York.
4. The statements (i) under the captions Description of the Notes and Description of Other Indebtedness and (ii) set forth in footnotes (1) through (6) under the caption Our Corporate Structure and in footnotes (2) through (8) under the caption Capitalization in the Prospectus, in each case, insofar as those statements relate to provisions of the Notes or the Indenture or the documents evidencing such other applicable debt instruments therein described, at the time and date of delivery of this opinion, were accurate in all material respects.