94-090 Ordinance - Laserfiche WebLink

Home Browse Search

.. a 'r ,,` +r e r ' - s~ October 27, 1994 Page 2 Calfee, Halter &. Griswold signing, full legal capacity to sign and deliver the same and all persons. signing in a representative capacity (other than the signature of Seller as to which we make no assumption) had, at the time of such signing, the requisite authority to do so; (d) no action has been taken which amends, revokes or otherwise affects any of the documents, records or other materials which we have examined; (e) Buyer has all requisite power, authority and capacity, as the case may be, to execute, deliver and perform the Purchase Agreement and any other documents executed by Buyer in connection therewith; and (f) the documents executed by Buyer have been duly and validly executed and delivered by Buyer and are legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms. We are admitted to the practice of law only in the State of Ohio-and we express no opinion with respect to the law of any jurisdiction other than the State of Ohio and the federal laws of the United States. Based upon. the foregoing, and subject to the further assumptions, limitations, qualifications and exceptions set forth below, we are of the opinion that: 1. Seller is in good standing under the laws of the State of Ohio . 2. Seller has the corporate power to execute, deliver and perform the Purchase Agreement. The foregoing opinions are subject to, the following further assumptions, limitations, qualifications and exceptions: (a) We express no opinion with respect to any provision in any agreement, document or instrument purporting to restrict competition or allow the collection of attorneys' fees. (b) We express no opinion as to any provision in any of the agreements, documents or instruments referred to herein which provides that delays will not operate as a waiver, which prohibits waiver or modification of such in the absence of a writing signed by the parties thereto, or which has the effect of waiving, limiting or modifying provisions of law (including federal and state securities laws) in contravention of such laws or public policy.