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<br />.V' ` 1~ ~ ~ <br />~ k ~~! • <br />October 27, 1994 <br />Page 3 <br />Calfee, Halter &. Griswold <br />(c) We express no opinion with respect to the applicability <br />or effect of any state bulk sales law. <br />(d) The legality, validity, binding notice and enforceability <br />of the Purchase Agreement are subject to bankruptcy, <br />avoidance, insolvency, reorganization, moratorium and <br />other laws affecting creditors' rights and remedies <br />generally (including but not limited to the effect of <br />statutory and other laws regarding fraudulent <br />conveyances) and to the application of general principles <br />of equity (regardless of whether considered in a <br />proceeding of equity or at law). <br />(e) We express no opinion as to the enforceability of any <br />provisions of the Purchase Agreement or any other <br />agreement that relate to the parties' choice of law, <br />choice of venue or jurisdiction, or as to any consents or <br />waivers of rights or objection relating thereto. <br />This opinion is intended solely for your use in this <br />transaction and may not be reproduced, filed publicly, quoted in <br />whole or in part or otherwise referred to, or relied upon by any <br />other person, without the prior written consent of the undersigned. <br />This opinion is given to you as of the date hereof and we assume no <br />obligation to advise you of changes that may hereafter be brought <br />to our attention. <br />Very truly yours, <br />C(w' 1 /~ ~(C~ ~ ~U ~ ~~/'Cnc,Ju~~ <br />I ~ <br />CALFEE, HALTER & GRISWOLD <br />70/23707AKA.390 <br />