SVVS » Topics » [FORM OF HOGAN & HARTSON OPINION]

This excerpt taken from the SVVS 8-K filed May 9, 2007.

[FORM OF HOGAN & HARTSON OPINION]

1. The Company is validly existing as a corporation and in good standing under the laws of the State of Delaware. The Company has the corporate power to own, lease and operate its current properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus. The Company is authorized to transact business as a foreign corporation in the State of Missouri.

2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

3. The Securities have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered against payment of the purchase price therefor by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4. The Underlying Securities reserved for issuance upon conversion of the Securities have been duly authorized and reserved for issuance and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights under the Certificate of Incorporation, the Bylaws or the Delaware General Corporation Law statute.

5. The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

The issue and sale by the Company of the Securities and the issuance by the Company of the Underlying Securities upon conversion of the Securities will not result in any violation of (i) the provisions of the Certificate of Incorporation or the Bylaws, (ii) any United States federal or Delaware state statute, rule or regulation that in our experience is normally applicable in transactions of the type contemplated by the Underwriting Agreement or (iii) any judgment, order or decree listed on Schedule          attached hereto that names the Company and is specifically directed to it or any of its property, or (iv) breach or constitute a default under any agreement or contract to which the Company is a party listed on Schedule          attached hereto (except that we express no opinion with respect any matters that would require a mathematical calculation or a financial or accounting determination).

 

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6. The information in the Time of Sale Prospectus and the Prospectus under the captions “Description of Notes,” “Description of Capital Stock,” “Certain U.S. Federal Income Tax Considerations” and Item 15 of Part II of the Registration Statement, to the extent that such information constitutes matters of law or legal conclusions, has been reviewed by such counsel and is accurate in all material respects. The Common Stock conforms as to legal matters in all material respects to the description thereof set forth in the Time of Sale Prospectus and Prospectus under the caption “Description of Capital Stock.”

7. The Company is not, and after giving effect to the offering and sale of the Securities as described in the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8. No approval or consent of, or registration or filing with, any federal governmental agency or any New York governmental agency is required to be obtained or made by the Company under Applicable Federal Law or Applicable State Law in connection with the execution, delivery and performance on the date hereof by the Company of the Agreement.

9. The Registration Statement and the Prospectus (except for the financial statements and supporting schedules included therein, as to which we express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations thereunder.

10. Such counsel shall confirm that, on the basis of the information gained by such counsel in the course of performing its services, no facts have come to such counsel’s attention that causes it to believe that: (i) the Registration Statement, as of the date of the Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Prospectus, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the Time of Sale Prospectus, as of [    :        ] [A.M./P.M.] (New York City time) on May [    ], 2007, (which you have informed us is a time prior to the time of the first sale of the Securities by any Underwriter), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) there are any legal or governmental proceedings pending or threatened against the Company that are required to be disclosed in the Registration Statement, the Time of Sale Prospectus, or the Prospectus, other than those disclosed therein; or (v) there are any contracts or

 

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documents of a character required to be described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or referred to therein or so filed; provided that in making the foregoing statements, such counsel may state that they do not express any belief with respect to the financial statements and supporting schedules and other financial or accounting information and data contained or incorporated by reference in or omitted from the Registration Statement, the Time of Sale Prospectus, or the Prospectus.

 

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This excerpt taken from the SVVS 8-K filed Jan 19, 2007.

[FORM OF HOGAN & HARTSON OPINION]

1.    The Company is validly existing as a corporation and in good standing under the laws of the State of Delaware. The Company has the corporate power to own, lease and operate its current properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus. The Company is authorized to transact business as a foreign corporation in the State of Missouri.

2.    The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

3.    Assuming receipt by the Company of the consideration for the Shares specified in the Exchange Agreement, the Shares are validly issued, fully paid and non-assessable.

4.    The execution, delivery and performance on the date hereof by the Company of the Agreement do not (i) violate the General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws of the Company, (ii) violate any provision of Applicable Federal Law or any provision of Applicable State Law, (iii) violate any court or administrative order, judgment, or decree listed on Schedule ___ attached hereto that names the Company and is specifically directed to it or any of its property, or (iv) breach or constitute a default under any agreement or contract to which the Company is a party listed on Schedule ___ attached hereto (except that we express no opinion with respect any matters that would require a mathematical calculation or a financial or accounting determination).

5.    The information in the Time of Sale Prospectus and the Prospectus under the caption “Description of SAVVIS Common Stock” and Item 15 of Part II of the Registration Statement, to the extent that such information constitutes matters of law or legal conclusions, has been reviewed by such counsel and is accurate in all material respects. The Common Stock conforms as to legal matters in all material respects to the description thereof set forth in the Time of Sale Prospectus and Prospectus under the caption “Description of SAVVIS Common Stock – Description of Common Stock.”

6.    The Company is not, and after giving effect to the offering and sale of the Shares as described in the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

7.    No approval or consent of, or registration or filing with, any federal governmental agency or any New York governmental agency is required to be


obtained or made by the Company under Applicable Federal Law or Applicable State Law in connection with the execution, delivery and performance on the date hereof by the Company of the Agreement.

8.    The Registration Statement and the Prospectus (except for the financial statements and supporting schedules included therein, as to which we express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations thereunder.

9.    Such counsel shall confirm that, on the basis of the information gained by such counsel in the course of performing its services, no facts have come to such counsel’s attention that causes it to believe that: (i) the Registration Statement, as of the date of the Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Prospectus, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) the Time of Sale Prospectus, as of [_:__] [A.M./P.M.] (New York City time) on January 17, 2007, (which you have informed us is a time prior to the time of the first sale of the Securities by any Underwriter), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) there are any legal or governmental proceedings pending or threatened against the Company that are required to be disclosed in the Registration Statement, the Time of Sale Prospectus, or the Prospectus, other than those disclosed therein; or (v) there are any contracts or documents of a character required to be described in the Registration Statement, the Time of Sale Prospectus, or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or referred to therein or so filed; provided that in making the foregoing statements, such counsel may state that they do not express any belief with respect to the financial statements and supporting schedules and other financial or accounting information and data contained or incorporated by reference in or omitted from the Registration Statement, the Time of Sale Prospectus, or the Prospectus.

 

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EXCERPTS ON THIS PAGE:

8-K
May 9, 2007
8-K
Jan 19, 2007
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