This excerpt taken from the ROST 10-Q filed Dec 6, 2006.
FORM OF OPINION OF GENERAL COUNSEL
[December 14], 2006
To each of the Purchasers (the Purchasers) listed
Ladies and Gentlemen:
I am General Counsel for Ross Stores, Inc., a Delaware corporation (the Company), and render this opinion in connection with the sale to you on the date hereof by the Company of (i) $85,000,000 6.38% Series A Senior Notes due 2018; and (ii) $65,000,000 6.53% Series B Senior Notes due 2021 (collectively, the Notes) pursuant to the Note Purchase Agreement dated October 17, 2006 between the Company and each of you (the Note Agreement). This letter is being furnished to you pursuant to Section 4.4(a) of the Note Agreement.
I have made an inquiry of such officers and attorneys of the Company and its subsidiaries and examined such corporate records, certificates of officers of the Company, officers of the Companys subsidiaries and public officials and such other documents and such matters of fact and questions of law as I have considered appropriate for purposes of this letter, except where a specific fact confirmation procedure is stated to have been performed (in which case I have with your consent performed the stated procedure), and except where a statement is qualified as to knowledge or awareness (in which case I have with your consent made no or limited inquiry as specified below.
I am licensed to practice law in the State of California and am generally familiar with the Delaware General Corporation Law (the DGCL). I am opining herein as to the effect on the subject transaction only of the federal securities laws of the United States with respect to the opinions in paragraph 3 below, the internal laws of the State of California and the DGCL, and I express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is my opinion that, as of the date hereof:
This letter is furnished only to you in your capacity as a Purchaser and is solely for your benefit in connection with the transactions covered hereby. This letter may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person, firm or other entity for any purpose (including any person, firm or other entity that acquires Notes from you) without my prior written consent, which may be granted or withheld in my sale discretion. At your request, I hereby consent to (i) reliance hereon by any future transferee of the Notes purchased by you that is an Institutional Investor; provided that (a) such person accepts that this opinion speaks only as of the date hereof and to its addressees, (b) I have no responsibility or obligation to update this opinion, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or any other development of which I may later become aware and (c) any such reliance by a future holder must be actual and reasonable under the circumstances existing at the time it becomes a holder including any changes in law, facts or any other developments known to or reasonably knowable by the holder at such time, (ii) the furnishing of copies of this opinion to such Institutional Investors and your and their counsel and (iii) review but not reliance hereon by persons with regulatory authority over you, including, without limitation, the National Association of Insurance Commissioners.