Appendix C: Sample Opinion of Counsel [Attorney Letterhead] Date Administrator Rural Utilities Service United States Department of Agriculture Stop 1500 Washington, D.C. 20250-1500 Subject: (Company Name) Ladies and Gentlemen: We are counsel to __________________ (the in connection with the Company’s “Company”) application (Application) for a loan or loan guarantee from the Rural Utilities Service (RUS) to provide telephone service. We have examined or caused to be examined by competent and trustworthy persons such corporate records and files and such other records, indexes, and files as we have deemed necessary to permit us to render the opinions expressed herein. We are of the opinion that: The Company is a (corporation, cooperative, limited liability company, etc.) duly formed, validly existing and in good standing under the laws of the State of _______________. The Company operates in the State(s) of _____________________ and is duly licensed and qualified and in good standing as a foreign _______________, authorized to do business and own property in such State(s). The Company has full legal right, power and authority to own its property and carry on its business as now conducted. The execution, delivery and performance by the Company of the Application and the consummation of the transactions contemplated thereby are within the powers of the Company. The Application has been duly executed by the Company. The Company owns the real property described on Schedule A attached hereto (in both a format and an electronic copy on appropriate media) and such property is in the counties of ___________________________________________________________ in the State(s) of ____________________________________. The Company has the power to grant a security interest in the property described in paragraph 6 to the RUS as collateral for the loan described in the Application.
Appendix C: Sample Opinion of Counsel [Attorney Letterhead] Date Administrator Rural Utilities Service United States Department of Agriculture Stop 1500 Washington, D.C. 20250-1500 Subject: (Company Name) Ladies and Gentlemen: We are counsel to __________________ (the “Company”) in connection with the Company’s application (Application) for a loan or loan guarantee from the Rural Utilities Service (RUS) to provide telephone service. We have examined or caused to be examined by competent and trustworthy persons such corporate records and files and such other records, indexes, and files as we have deemed necessary to permit us to render the opinions expressed herein. We are of the opinion that: The Company is a (corporation, cooperative, limited liability company, etc.) duly formed, validly existing and in good standing under the laws of the State of _______________. The Company operates in the State(s) of _____________________ and is duly licensed and qualified and in good standing as a foreign _______________, authorized to do business and own property in such State(s). The Company has full legal right, power and authority to own its property and carry on its business as now conducted. The execution, delivery and performance by the Company of the Application and the consummation of the transactions contemplated thereby are within the powers of the Company. The Application has been duly executed by the Company. The Company owns the real property described on Schedule A attached hereto (in both a format and an electronic copy on appropriate media) and such property is in the counties of ___________________________________________________________ in the State(s) of ____________________________________. The Company has the power to grant a security interest in the property described in paragraph 6 to the RUS as collateral for the loan described in the Application.
UTP_AppendixC-SampleOpinionofCounsel.docx