May 15, 2006
Middle National Bank
MNB Plaza
Peoria, IL 61500
Gentlemen:
We have acted as legal counsel to XYZ, Inc., an Illinois Corporation (hereinafter the "Company"), in connection with the loan granted by you in the amount of $500,000, and are rendering this opinion at the request of the Company and acknowledge that you intend to rely upon this opinion letter.
As a basis for the opinions set forth herein, we have reviewed all of the documents executed in connection with the above-described transaction, including without limitation, the note, corporate resolutions, and security
instruments (the foregoing being hereinafter referred to as the "Loan Documents"), and in addition, we have
examined original, photocopy, or certified copies of all such corporate records, all such agreements,
communications, and other instruments, certificates of public officers and corporate officers, and all other such
documents and have made such inquiry as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.
In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, photocopy, or conformed copies.
We render no opinion on matters except as specifically stated. This opinion speaks as of the date of issuance
and we assume no responsibility to update or supplement this opinion to reflect any facts or circumstances that
may hereafter come to out attention or any changes in laws that may hereafter occur.
We express no opinion as to the compliance of the Loan Agreement of Note with the usury laws of the State of
Illinois, and we assume that the loans will not be deemed to be usurious. We also express no opinion as to the
enforceability of any provision in the Loan Agreement or Note that attempts to exculpate Lender from any liability for its negligent acts or omissions. We also express no opinion as to the enforceability of any consent by the Borrower to waiver of the right to a jury trial, or as to the enforceability of any provision allowing Lender to seize or take possession of collateral without notice and an opportunity to be heard.
Certain rights, remedies, forfeitures, penalties, waivers, or elections contained in the Loan Agreement and Note may be rendered ineffective or limited by applicable laws or judicial decisions governing such provisions, but such laws and judicial decisions do not, in our opinion, make the Loan Agreement or Note inadequate for the substantive realization of the benefits and/or security intended to be provided thereby.
Based upon the foregoing, it is our opinion that:
1. The Company has been duly incorporated and organized, and is existing as a corporation in good standing under the laws of the State of Illinois. The company has the corporate power and authority to own its properties and assets, to conduct its business as now conducted; and based upon representations made to us by officers of the Company, the Company is not required to qualify to do business as a foreign corporation in any other jurisdictions. The Company has not changed it name or been the surviving corporation in a merger or acquired any business.
2. The execution, delivery, and performance of the Loan Documents by the Company will not violate any law or the terms of the incorporation documents or bylaws of the Company or any agreement to which it is a party.
3. The Company has the corporate power and authority to enter into and execute the Loan Documents, and to perform the transactions set forth therein, and the Loan Documents have been duly authorized, executed, and delivered and the transactions contemplated therein have been duly authorized.
4. The Loan Documents constitute valid and legally binding obligations of the Company and are enforceable
against the Company in accordance with their respective terms.
5. We are aware of no claim, litigation, or proceeding pending, threatened against, or otherwise affecting the
Company that involves the possibility of any judgment of liability not fully covered by insurance or that may
result in a material adverse change in the condition, financial or otherwise, of the Company. This opinion is solely for your benefit in connection with the loan transactions described herein and without our express written consent this opinion may not be relied upon in any manner by any other person.
Very truly yours,
ABC Lawyers, Ltd.
By_______________________________
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