SU » Topics » (c) Opinion of United States Counsel for Company . At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of

This excerpt taken from the SU 6-K filed Jun 26, 2007.

(c)   Opinion of United States Counsel for Company.   At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of

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Shearman & Sterling LLP, United States counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.  Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.  In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal laws of the United States applicable therein, upon the opinions of counsel reasonably satisfactory to the Representative.

(d)   Opinion of Canadian Counsel for Underwriters.   At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Burnet, Duckworth & Palmer LLP, Canadian counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representative may reasonably request.  In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the province of Alberta and the federal laws of Canada applicable therein, upon the opinions of counsel reasonably satisfactory to the Representative.  Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(e)   Opinion of United States Counsel for Underwriters.   At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Paul, Weiss, Rifkind, Wharton & Garrison LLP, United States counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representative may reasonably request.  In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel reasonably satisfactory to the Representative.  Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(f)    Officers’ Certificate.  At the Closing Time, there shall not have been, since the Applicable Time or since the respective dates as of which information is given in the Pricing Disclosure Package, the U.S. Prospectus and the Canadian Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representative shall have received a certificate of the President or a Vice President of the Company and of the chief financial officer or treasurer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose

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are pending or, to the knowledge of the Company, are contemplated by the Commission, and (v) no order has been issued by the Reviewing Authority which has the effect of ceasing or suspending the distribution of the Underwritten Securities or, to the knowledge of the Company, threatening any proceedings for any such purpose.

(g)   Accountant’s Comfort Letter.   At the time of the execution of the applicable Terms Agreement, the Representative shall have received from PricewaterhouseCoopers LLP a letter, dated such date, in form and substance reasonably satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package, the U.S. Prospectus and the Canadian Prospectus.

(h)   Bring-down Comfort Letter.   At the Closing Time, the Representative shall have received from PricewaterhouseCoopers LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section 5, except that the specified date referred to shall be the date of the applicable Terms Agreement.

(i)    Ratings.   At the Closing Time, the Underwritten Securities shall have the ratings accorded by any “nationally recognized statistical rating organization,” as defined by the Commission for purposes of Rule 436(g)(2) of the 1933 Act Regulations, or any “approved rating organization,” as that term is defined in NI 44-101, if and as specified in the applicable Terms Agreement, and the Company shall have delivered to the Representative a letter, dated as of a date no earlier than three business days prior to the Closing Date, from each such rating organization, or other evidence satisfactory to the Representative, confirming that the Underwritten Securities have such ratings; provided, however, that in the event that any such letter is dated as of a date other than the Closing Date, such ratings shall be confirmed, orally or in writing, by each such rating organization on the Closing Date.  Since the Applicable Time, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company’s other securities.

(j)    No Objection.   If the Registration Statement or an offering of Underwritten Securities has been filed with the NASD for review, the NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

(k)   Collateral Documents.   The Trustee, the Company and each subsidiary which is a party thereto shall have entered into the Collateral Documents, if any, and the Representative shall have received counterparts, conformed as executed, thereof.

(l)    Additional Documents.   At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities as herein

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contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Underwritten Securities as herein contemplated shall be satisfactory in form and substance to the Representative and counsel for the Underwriters, acting reasonably.

(m)  Termination of Terms Agreement.   If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement may be terminated by the Representative by written notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6, 7, 8, 11 and 13 hereof shall survive any such termination and remain in full force and effect.

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