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This excerpt taken from the ROST 10-Q filed Dec 6, 2006. [LETTERHEAD OF DLA PIPER] _________, 2006
To each of the Purchasers (the “Purchasers”) listed
Ladies and Gentlemen: We have acted as special counsel to Ross Dress for Less, Inc., a Virginia corporation (the “Guarantor”), in connection with that certain Subsidiary Guaranty Agreement of even date herewith (the “Guaranty”) made by the Guarantor in favor of the Purchasers, pursuant to that certain Note Purchase Agreement, dated as of October 17, 2006 (the “Note Purchase Agreement”), by and among Ross Stores, Inc. (the “Company”) and the Purchasers. This opinion is being delivered pursuant to Section 4.4 of the Note Purchase Agreement. Capitalized terms used in this opinion and not otherwise defined herein shall have the respective meanings given to those terms in the Note Purchase Agreement. In connection with this opinion, we have examined originals, or copies identified to our satisfaction as being true copies, of the following documents:
EXHIBIT 4.4(c)
In connection with the opinions set forth below, we have also examined originals, or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate to enable us to render this opinion. In reaching the opinions set forth below, we have assumed, and have made no investigation as to, (i) the legal capacity of each natural person signing any of the documents, (ii) the genuineness of all signatures, (iii) the due authorization, execution and delivery of all documents by each party thereto other than Guarantor, (iv) the authenticity and completeness of all documents submitted to us as originals, (v) the conformity to the original documents of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, and (vi) the authenticity of all such existing agreements or other documents, and that there have been no amendment or waivers of the terms of such agreements and other documents. In expressing the opinions set forth herein, we have relied upon, and assumed the accuracy of, the factual contents of certificates of officers of Guarantor, public officials and others deemed by us to be appropriate. Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that:
The opinions expressed herein are limited to the laws of the Commonwealth of Virginia and the federal laws of the United States of America, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any rule, regulation, ordinance, order or other promulgation of any regional, municipal or local governmental body or as to any related judicial or administrative decision. This opinion is furnished to you by us as counsel to Guarantor, is solely for your benefit and may not be quoted or relied upon by any other person or entity without our express prior written consent provided that any Institutional Investor becoming a holder of a Note after the date hereof shall have the right to rely on this opinion as if it were addressed to such Institutional E-4.4(C)-2 Investor and delivered to such Institutional Investor on the date hereof, and provided further that you and such subsequent holder of a Note may furnish a copy hereof (but no such person shall be entitled to rely thereon) (i) to your or any subsequent holder’s independent auditors and attorneys, (ii) to any state or federal authority or independent banking, insurance board or body having regulatory jurisdiction over you or any subsequent holder and (iii) pursuant to any order or legal process of any court or governmental agency compelling a disclosure of a copy hereof. This opinion is given as of the date of this letter, and we disclaim any undertaking to advise you of changes which may subsequently be brought to our attention.
E-4.4(c)-3 |
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