94-090 Ordinance - Laserfiche WebLink

Home Browse Search

~_ ,±~~'~ ~ ' 1 M1 Calfee, Halter &. Griswold Columbus Office: Attorneys at Law Cleveland Suite 1500 Suite 1800 Telecopier (216) 241-0816 88 East Broad Street 800 Superior Avenue Columbus, Ohio 43215.3506 {614) 621-1500 Cleveland, Ohio 44114-2688 Telecopier (614) 621-0010 (216) 62l$200 October 27, 1994 City of North Olmsted 5200 Dover Center Road North Olmsted, Ohio 44070 This opinion is furnished to the City of North Olmsted, Ohio ("Buyer") pursuant to the Sale and Purchase Agreement of even date herewith, by and between Biddulph, Inc. ("Seller") and Buyer (the "Purchase Agreement"). Any capitalized terms not otherwise defined in this letter are intended to have the meanings ascribed to such terms in the Purchase Agreement. We have acted as counsel to Seller in connection with the negotiation and preparation of the Purchase Agreement and the transactions contemplated thereby. We have conducted no independent investigation with respect to any factual matters for the purpose of rendering opinions set forth herein, but have relied solely on the representations, warranties and statements made by Seller in the Purchase Agreement. We have also examined a Good Standing Certificate issued by the Secretary of the State of Ohio confirming that Buyer is a corporation in good standing in the State of Ohio. We have relied upon the foregoing Good Standing Certificate, and have not conducted an independent review or investigation of the matters set forth therein for purposes of the opinions expressed herein. To our knowledge, no facts or circumstances exist that would give us cause to believe that any of the representations or statements contained in the Good Standing Certificate, and upon which we are relying in rendering this opinion, are not accurate. The opinions hereinafter expressed are premised upon the assumption that: (a) all records and documents examined by us in connection with the preparation of this opinion letter are authentic and accurate, and all such materials submitted as copies conform to the originals thereof; (b) all signatures contained in such records and documents (other than the signature of Seller as to which we make no assumption) are genuine signatures of the parties purporting to have signed the same; (c) all natural persons signing said documents and records had, at the time of such