Orange County NC Website
Browse       Search
Page 2 <br />February 7, 2007 <br />the enforcement of creditors' rights generally and by general equitable principles.. To the extent <br />that remedies under the Transaction Documents require enforcement by a court of equity, the <br />enforceability thereof maybe limited by such principles of equity as the court having jurisdiction <br />may impose. Pursuant to N.C. Gen. Stat. § 160A-20, no deficiency judgment may be rendered <br />against Purchaser in the event of a breach by Purchaser of its obligations under the Transaction <br />Documents, including Purchaser's obligation to make Installment Payments under the <br />Transaction Documents, and the taxing power of Purchaser is not pledged, and may not be <br />pledged, to pay any obligation of Purchaser .under the Transaction Documents. Under North <br />Carolina law, the recovery of attorneys' fees is limited by and subject to the procedures and <br />limitations set forth in Section 6-21.2 of the General Statutes of North Carolina, as amended. We <br />have assumed for purposes of all of our opinions contained herein that Lender and Bank of <br />America, N.A., as Acquisition Fund Custodian, will exercise their rights under the Transaction <br />Documents in good faith and in a commercially reasonable manner. <br />4. The authorization, approval, execution and delivery of the Transaction <br />Documents and all other proceedings of Purchaser relating to the transactions contemplated <br />thereby have been performed in accordance with all open meeting laws, public bidding laws and <br />all other applicable State or federal laws. <br />5. There is no proceeding pending or threatened in any court or before any <br />governmental authority or arbitration board or tribunal that, if adversely determined, would <br />adversely affect the transactions contemplated by the Transaction Documents or the security <br />interest of Lender or its assigns, as the case may be, in the Equipment or other collateral <br />thereunder. <br />6. With respect to the Transaction Documents, our services as counsel to the <br />Purchaser have been limited to rendering the foregoing opinion based on our review of such <br />proceedings and documents as we deem necessary. We .have not made any investigation <br />concerning the Purchaser's operations, condition or financial resources. We express no opinion <br />(a) as to the Purchaser's ability to provide for payments due under the Transaction Documents or <br />(b) as to the accuracy, completeness or fairness or any information that may have been relied <br />upon by anyone in making a decision to enter into the Transaction Documents or to purchase any <br />interest. in the Transaction Documents. <br />All capitalized terms herein shall have the same meanings as in the Transaction <br />Documents unless otherwise provided herein. Lender and its successors and assigns, and any <br />counsel rendering an opinion on the tax-exempt status of the interest components of the <br />Installment Payments, are entitled to rely on this opinion. <br />Very truly yours, <br />COLEMAN, GLEDHILL, HARGRAVE & PEEK, P.C. <br />F:\Lisa\letters\Banc of .4inerica Pubtic Capital Corp opin Itr.doc <br />