Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions
The UCC Opinion is based primarily on the sample opinion letter for an unsecured loan transaction1 and the sample opinion letter addressing only personal property security interests under the UCC.2 It is also rooted in the various opinion reports of the Business Law Section and other professional as...
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| Veröffentlicht in: | The Business Lawyer 2020-03, Vol.75 (2), p.1831-1868 |
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| description | The UCC Opinion is based primarily on the sample opinion letter for an unsecured loan transaction1 and the sample opinion letter addressing only personal property security interests under the UCC.2 It is also rooted in the various opinion reports of the Business Law Section and other professional associations-for example, the American Bar Association's Section of Business Law and the TriBar Opinion Committee- certain of which are listed in footnote 3.3 Note: Although the UCC Opinion summarizes certain basics of legal opinion practice, it does not restate in full the general principles of legal opinion practice, such as the definition and purpose of a legal opinion, the legal standards applicable to the preparation of a closing opinion, and the customary diligence undertaken in the preparation of an opinion letter. UCC Sample Opinion Reporter and Contributors Reporter: Peter S. Szurley Opinions Committee Reviewing Members: Kenneth J. Carl Peter H. Carson James F. Fotenos Richard N. Frasch Jerome A. Grossman Timothy G. Hoxie John B. Power Steven O. Weise Additional Contributors: John R. Engel Jenny Park Garner Robert Gillison John M. Jameson Anward Kim Li Manley W. Roberts D.C. Toedt Edith Warkentine 2019-20 Opinions Committee Members 2019-20 Opinions Committee Steering Committee: Kenneth J. Carl, Co-Chair Douglas F. Landrum, Co-Chair Carol K. Lucas, Vice Chair, Communications Richard N. Frasch, Vice Chair, Social Media Kimberly Chi, Secretary Herbert P. Fockler James F. Fotenos Jerome A. Grossman Timothy G. Hoxie Moshe J. Kupietzky John B. Power Peter S. Szurley Steven O. Weise Other Opinions Committee Members: Jodie Bourdet Peter H. Carson James S. Cochran Linda Curtis Nelson D. Crandall Ethan J. Falk Christopher Forrester Norman A. Futami Robert J. Gloistein Thomas Klaus Gump John M. Jameson David Johnson Gary B. Kaplan Kenneth A. Linhares Gregg J. Loubier Sean A. Monroe Peter S. Muñoz E.A. Stacy Olliff III Sarah P. Payne Laurence G. Preble Cherie S. Raidy Bradley J. Rock James Rosenhauer Jeffrey E. Sultan Ann Walker Suzanne L. Weakley Benzion "Benny" Westreich Nancy H. Wojtas Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions [Date]4 Tall Oaks Bank, N.A. 101 California Street San Francisco, CA 94111 Ladies and Gentlemen: We have acted as counsel to Spirit's Willing, Inc., a California corporation (the "Borrower"), and Flesh's Weak, LLC, a California limited liability company (the "Guarantor"), in conne |
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UCC Sample Opinion Reporter and Contributors Reporter: Peter S. Szurley Opinions Committee Reviewing Members: Kenneth J. Carl Peter H. Carson James F. Fotenos Richard N. Frasch Jerome A. Grossman Timothy G. Hoxie John B. Power Steven O. Weise Additional Contributors: John R. Engel Jenny Park Garner Robert Gillison John M. Jameson Anward Kim Li Manley W. Roberts D.C. Toedt Edith Warkentine 2019-20 Opinions Committee Members 2019-20 Opinions Committee Steering Committee: Kenneth J. Carl, Co-Chair Douglas F. Landrum, Co-Chair Carol K. Lucas, Vice Chair, Communications Richard N. Frasch, Vice Chair, Social Media Kimberly Chi, Secretary Herbert P. Fockler James F. Fotenos Jerome A. Grossman Timothy G. Hoxie Moshe J. Kupietzky John B. Power Peter S. Szurley Steven O. Weise Other Opinions Committee Members: Jodie Bourdet Peter H. Carson James S. Cochran Linda Curtis Nelson D. Crandall Ethan J. Falk Christopher Forrester Norman A. Futami Robert J. Gloistein Thomas Klaus Gump John M. Jameson David Johnson Gary B. Kaplan Kenneth A. Linhares Gregg J. Loubier Sean A. Monroe Peter S. Muñoz E.A. Stacy Olliff III Sarah P. Payne Laurence G. Preble Cherie S. Raidy Bradley J. Rock James Rosenhauer Jeffrey E. Sultan Ann Walker Suzanne L. Weakley Benzion "Benny" Westreich Nancy H. Wojtas Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions [Date]4 Tall Oaks Bank, N.A. 101 California Street San Francisco, CA 94111 Ladies and Gentlemen: We have acted as counsel to Spirit's Willing, Inc., a California corporation (the "Borrower"), and Flesh's Weak, LLC, a California limited liability company (the "Guarantor"), in connection with the negotiation, execution and delivery of the Loan Agreement, dated as of [date] (the "Loan Agreement"), between the Borrower and Tall Oaks Bank, N.A., a national banking association (the "Lender"). Subject to the preceding sentence, each term used but not otherwise defined herein has the meaning given to it in Division 9 of the California Uniform Commercial Code (the "UCC") [or, if not defined therein, in Division 8 of the UCC].7 A. Documents Examined8 We have reviewed the following documents9: (i) the Loan Agreement; (ii) the Promissory Note, dated [date] (the "Promissory Note"), in the original principal amount of [$_], executed by the Borrower to the order of the Lender; (iii) the Guaranty, dated as of [date] (the "Guaranty"), by the Guarantor in favor of the Lender; (iv) the Security Agreement, dated as of [date] (the "Security Agreement"), between the Borrower and the Lender; (v) the Acknowledgment, dated as of [date] (the "Acknowledgment"), between Give-an-Inch Bailee, Inc., a California corporation (the "Bailee"), and the Lender;10 (vi) Certificate No. C-2 (the "Bearer Stock Certificate"), representing 100 common shares of the Issuer and issued in bearer form;12 (viii) the Deposit Account Control Agreement, dated as of [date] (the "Deposit Account Control Agreement"),13 among the Borrower, Pennywise Bank, N.A., a national banking association (the "Depository Bank"), and the Lender;14 (ix)the Uncertificated Securities Control Agreement, dated as of [date] (the "Issuer Control Agreement"), among the Borrower, the Issuer, and the Lender;15 (x)the Third Party Acknowledgment, dated as of [date] (the "Third Party Acknowledgment"), between Friend Indeed, Inc., a California corporation ("Third Party"), and the Lender;16 (xi) the Securities Account Control Agreement, dated as of [date] (the "Securities Account Control Agreement"), among the Borrower, MANY Are Called Broker, Inc., a California corporation (the "Securities Intermediary"), and the Lender;17 (xii) the Commodity Account Control Agreement, dated as of [date] (the "Commodity Account Control Agreement"), among the Borrower, Few Are Chosen Broker, Inc., a California corporation (the "Commodity Intermediary"), and the Lender;18 (xiii) the Assignment and Consent, dated as of [date] (the "Assignment and Consent"), among the Borrower, Paid Piper Bank, N.A., a national banking association (the "Letter of Credit Issuer"), and the Lender;19 (xiv) the Notification of Security Interest, dated as of [date] (the "Notification"), executed by the Lender[, acknowledged by the Borrower,] and addressed to An Ounce of Prevention Insurance Company, Inc., a California corporation (the "Insurer");20 (xv) a[n] [acknowledgement] [time-stamped] [unfiled] copy of the financing statement in the form of Exhibit 1 hereto [naming the Borrower as debtor and the Lender as secured party] (the "Financing Statement"), {[filed as Instrument Number [_]] or [to be filed]} in the Office of the Secretary of State of the State of California (the "Filing Office");21 (xvi)the articles of incorporation of the Borrower, as amended to date, certified by the California Secretary of State as of [date] (the "Articles"); (xvii) the bylaws of the Borrower, as amended to date, certified to us by an officer of the Borrower as being complete and in full force and effect as of the date of this letter (the "Bylaws"); (xviii) records certified to us by an officer of the Borrower as constituting the records of proceedings and actions of the board of directors and the shareholders of the Borrower relevant to the opinions set forth in this letter;22 (xix) a Certificate of Status-Domestic Corporation with respect to the Borrower, issued by the California Secretary of State on [date];23 (xx) the articles of organization of the Guarantor, as amended to date, certified by the California Secretary of State as of [date]24 (the "Articles of Organization"); (xxi) the [limited liability company operating agreement] of the Guarantor, dated as of [date], as amended to date, certified to us by [an officer] of the Guarantor as being complete and in full force and effect as of the date of this letter (the "Operating Agreement"); (xxii) records certified to us by [an officer] of the Guarantor as constituting all records of proceedings and actions of the [manager(s) and members]25 of the Guarantor relating to the Loan; (xxiii) a Certificate of Status-Domestic Limited Liability Company with respect to the Guarantor, issued by the California Secretary of State on [date]; (xxiv) a certificate of the [Chief Financial Officer, General Counsel, or other appropriate</description><identifier>ISSN: 0007-6899</identifier><identifier>EISSN: 2164-1838</identifier><language>eng</language><publisher>Chicago: American Bar Association</publisher><subject>Acknowledgment ; Agreements ; Associations ; Attorneys ; Banking ; Bar associations ; Beliefs, opinions and attitudes ; Bylaws ; Commercial law ; Committees ; Commodities ; Companies ; Consent ; Deposit accounts ; Evaluation ; Financing ; Insurance ; Laws, regulations and rules ; Legal associations ; Limited liability ; Limited liability companies ; Loan agreements ; Mass media ; Meaning ; Naming ; Notification ; Personal property ; Power ; Professional associations ; Property ; Records and correspondence ; Secured transactions ; State laws ; Stockholders ; Third party ; Trade ; Transactions ; Uniform Commercial Code-US</subject><ispartof>The Business Lawyer, 2020-03, Vol.75 (2), p.1831-1868</ispartof><rights>COPYRIGHT 2020 American Bar Association</rights><rights>Copyright American Bar Association Spring 2020</rights><lds50>peer_reviewed</lds50><woscitedreferencessubscribed>false</woscitedreferencessubscribed></display><links><openurl>$$Topenurl_article</openurl><openurlfulltext>$$Topenurlfull_article</openurlfulltext><thumbnail>$$Tsyndetics_thumb_exl</thumbnail><link.rule.ids>312,314,776,780,787</link.rule.ids></links><search><title>Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions</title><title>The Business Lawyer</title><description>The UCC Opinion is based primarily on the sample opinion letter for an unsecured loan transaction1 and the sample opinion letter addressing only personal property security interests under the UCC.2 It is also rooted in the various opinion reports of the Business Law Section and other professional associations-for example, the American Bar Association's Section of Business Law and the TriBar Opinion Committee- certain of which are listed in footnote 3.3 Note: Although the UCC Opinion summarizes certain basics of legal opinion practice, it does not restate in full the general principles of legal opinion practice, such as the definition and purpose of a legal opinion, the legal standards applicable to the preparation of a closing opinion, and the customary diligence undertaken in the preparation of an opinion letter. UCC Sample Opinion Reporter and Contributors Reporter: Peter S. Szurley Opinions Committee Reviewing Members: Kenneth J. Carl Peter H. Carson James F. Fotenos Richard N. Frasch Jerome A. Grossman Timothy G. Hoxie John B. Power Steven O. Weise Additional Contributors: John R. Engel Jenny Park Garner Robert Gillison John M. Jameson Anward Kim Li Manley W. Roberts D.C. Toedt Edith Warkentine 2019-20 Opinions Committee Members 2019-20 Opinions Committee Steering Committee: Kenneth J. Carl, Co-Chair Douglas F. Landrum, Co-Chair Carol K. Lucas, Vice Chair, Communications Richard N. Frasch, Vice Chair, Social Media Kimberly Chi, Secretary Herbert P. Fockler James F. Fotenos Jerome A. Grossman Timothy G. Hoxie Moshe J. Kupietzky John B. Power Peter S. Szurley Steven O. Weise Other Opinions Committee Members: Jodie Bourdet Peter H. Carson James S. Cochran Linda Curtis Nelson D. Crandall Ethan J. Falk Christopher Forrester Norman A. Futami Robert J. Gloistein Thomas Klaus Gump John M. Jameson David Johnson Gary B. Kaplan Kenneth A. Linhares Gregg J. Loubier Sean A. Monroe Peter S. Muñoz E.A. Stacy Olliff III Sarah P. Payne Laurence G. Preble Cherie S. Raidy Bradley J. Rock James Rosenhauer Jeffrey E. Sultan Ann Walker Suzanne L. Weakley Benzion "Benny" Westreich Nancy H. Wojtas Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions [Date]4 Tall Oaks Bank, N.A. 101 California Street San Francisco, CA 94111 Ladies and Gentlemen: We have acted as counsel to Spirit's Willing, Inc., a California corporation (the "Borrower"), and Flesh's Weak, LLC, a California limited liability company (the "Guarantor"), in connection with the negotiation, execution and delivery of the Loan Agreement, dated as of [date] (the "Loan Agreement"), between the Borrower and Tall Oaks Bank, N.A., a national banking association (the "Lender"). Subject to the preceding sentence, each term used but not otherwise defined herein has the meaning given to it in Division 9 of the California Uniform Commercial Code (the "UCC") [or, if not defined therein, in Division 8 of the UCC].7 A. Documents Examined8 We have reviewed the following documents9: (i) the Loan Agreement; (ii) the Promissory Note, dated [date] (the "Promissory Note"), in the original principal amount of [$_], executed by the Borrower to the order of the Lender; (iii) the Guaranty, dated as of [date] (the "Guaranty"), by the Guarantor in favor of the Lender; (iv) the Security Agreement, dated as of [date] (the "Security Agreement"), between the Borrower and the Lender; (v) the Acknowledgment, dated as of [date] (the "Acknowledgment"), between Give-an-Inch Bailee, Inc., a California corporation (the "Bailee"), and the Lender;10 (vi) Certificate No. C-2 (the "Bearer Stock Certificate"), representing 100 common shares of the Issuer and issued in bearer form;12 (viii) the Deposit Account Control Agreement, dated as of [date] (the "Deposit Account Control Agreement"),13 among the Borrower, Pennywise Bank, N.A., a national banking association (the "Depository Bank"), and the Lender;14 (ix)the Uncertificated Securities Control Agreement, dated as of [date] (the "Issuer Control Agreement"), among the Borrower, the Issuer, and the Lender;15 (x)the Third Party Acknowledgment, dated as of [date] (the "Third Party Acknowledgment"), between Friend Indeed, Inc., a California corporation ("Third Party"), and the Lender;16 (xi) the Securities Account Control Agreement, dated as of [date] (the "Securities Account Control Agreement"), among the Borrower, MANY Are Called Broker, Inc., a California corporation (the "Securities Intermediary"), and the Lender;17 (xii) the Commodity Account Control Agreement, dated as of [date] (the "Commodity Account Control Agreement"), among the Borrower, Few Are Chosen Broker, Inc., a California corporation (the "Commodity Intermediary"), and the Lender;18 (xiii) the Assignment and Consent, dated as of [date] (the "Assignment and Consent"), among the Borrower, Paid Piper Bank, N.A., a national banking association (the "Letter of Credit Issuer"), and the Lender;19 (xiv) the Notification of Security Interest, dated as of [date] (the "Notification"), executed by the Lender[, acknowledged by the Borrower,] and addressed to An Ounce of Prevention Insurance Company, Inc., a California corporation (the "Insurer");20 (xv) a[n] [acknowledgement] [time-stamped] [unfiled] copy of the financing statement in the form of Exhibit 1 hereto [naming the Borrower as debtor and the Lender as secured party] (the "Financing Statement"), {[filed as Instrument Number [_]] or [to be filed]} in the Office of the Secretary of State of the State of California (the "Filing Office");21 (xvi)the articles of incorporation of the Borrower, as amended to date, certified by the California Secretary of State as of [date] (the "Articles"); (xvii) the bylaws of the Borrower, as amended to date, certified to us by an officer of the Borrower as being complete and in full force and effect as of the date of this letter (the "Bylaws"); (xviii) records certified to us by an officer of the Borrower as constituting the records of proceedings and actions of the board of directors and the shareholders of the Borrower relevant to the opinions set forth in this letter;22 (xix) a Certificate of Status-Domestic Corporation with respect to the Borrower, issued by the California Secretary of State on [date];23 (xx) the articles of organization of the Guarantor, as amended to date, certified by the California Secretary of State as of [date]24 (the "Articles of Organization"); (xxi) the [limited liability company operating agreement] of the Guarantor, dated as of [date], as amended to date, certified to us by [an officer] of the Guarantor as being complete and in full force and effect as of the date of this letter (the "Operating Agreement"); (xxii) records certified to us by [an officer] of the Guarantor as constituting all records of proceedings and actions of the [manager(s) and members]25 of the Guarantor relating to the Loan; (xxiii) a Certificate of Status-Domestic Limited Liability Company with respect to the Guarantor, issued by the California Secretary of State on [date]; (xxiv) a certificate of the [Chief Financial Officer, General Counsel, or other appropriate</description><subject>Acknowledgment</subject><subject>Agreements</subject><subject>Associations</subject><subject>Attorneys</subject><subject>Banking</subject><subject>Bar associations</subject><subject>Beliefs, opinions and attitudes</subject><subject>Bylaws</subject><subject>Commercial law</subject><subject>Committees</subject><subject>Commodities</subject><subject>Companies</subject><subject>Consent</subject><subject>Deposit accounts</subject><subject>Evaluation</subject><subject>Financing</subject><subject>Insurance</subject><subject>Laws, regulations and rules</subject><subject>Legal associations</subject><subject>Limited liability</subject><subject>Limited liability companies</subject><subject>Loan agreements</subject><subject>Mass media</subject><subject>Meaning</subject><subject>Naming</subject><subject>Notification</subject><subject>Personal property</subject><subject>Power</subject><subject>Professional associations</subject><subject>Property</subject><subject>Records and correspondence</subject><subject>Secured transactions</subject><subject>State laws</subject><subject>Stockholders</subject><subject>Third party</subject><subject>Trade</subject><subject>Transactions</subject><subject>Uniform Commercial 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Opinion Letter for Personal Property Secured Financing Transactions</title></sort><facets><frbrtype>5</frbrtype><frbrgroupid>cdi_FETCH-LOGICAL-g1694-8a6912300866661719a483662a92a05623d4728e4053ec30c2c21d2b747150a63</frbrgroupid><rsrctype>articles</rsrctype><prefilter>articles</prefilter><language>eng</language><creationdate>2020</creationdate><topic>Acknowledgment</topic><topic>Agreements</topic><topic>Associations</topic><topic>Attorneys</topic><topic>Banking</topic><topic>Bar associations</topic><topic>Beliefs, opinions and attitudes</topic><topic>Bylaws</topic><topic>Commercial law</topic><topic>Committees</topic><topic>Commodities</topic><topic>Companies</topic><topic>Consent</topic><topic>Deposit accounts</topic><topic>Evaluation</topic><topic>Financing</topic><topic>Insurance</topic><topic>Laws, regulations and rules</topic><topic>Legal associations</topic><topic>Limited liability</topic><topic>Limited liability companies</topic><topic>Loan agreements</topic><topic>Mass media</topic><topic>Meaning</topic><topic>Naming</topic><topic>Notification</topic><topic>Personal property</topic><topic>Power</topic><topic>Professional associations</topic><topic>Property</topic><topic>Records and correspondence</topic><topic>Secured transactions</topic><topic>State laws</topic><topic>Stockholders</topic><topic>Third party</topic><topic>Trade</topic><topic>Transactions</topic><topic>Uniform Commercial Code-US</topic><toplevel>peer_reviewed</toplevel><toplevel>online_resources</toplevel><collection>Gale Business: Insights</collection><collection>Business Insights: Essentials</collection><collection>Gale OneFile: LegalTrac</collection><collection>Global News & ABI/Inform Professional</collection><collection>Trade PRO</collection><collection>ProQuest Central (Corporate)</collection><collection>ABI/INFORM Collection</collection><collection>ABI/INFORM Global (PDF only)</collection><collection>ProQuest Central (purchase pre-March 2016)</collection><collection>ABI/INFORM 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Edition</collection><collection>ProQuest Central China</collection><collection>ProQuest Central Basic</collection><collection>SIRS Editorial</collection><jtitle>The Business Lawyer</jtitle></facets><delivery><delcategory>Remote Search Resource</delcategory><fulltext>fulltext</fulltext></delivery><addata><format>journal</format><genre>article</genre><ristype>JOUR</ristype><atitle>Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions</atitle><jtitle>The Business Lawyer</jtitle><date>2020-03-22</date><risdate>2020</risdate><volume>75</volume><issue>2</issue><spage>1831</spage><epage>1868</epage><pages>1831-1868</pages><issn>0007-6899</issn><eissn>2164-1838</eissn><abstract>The UCC Opinion is based primarily on the sample opinion letter for an unsecured loan transaction1 and the sample opinion letter addressing only personal property security interests under the UCC.2 It is also rooted in the various opinion reports of the Business Law Section and other professional associations-for example, the American Bar Association's Section of Business Law and the TriBar Opinion Committee- certain of which are listed in footnote 3.3 Note: Although the UCC Opinion summarizes certain basics of legal opinion practice, it does not restate in full the general principles of legal opinion practice, such as the definition and purpose of a legal opinion, the legal standards applicable to the preparation of a closing opinion, and the customary diligence undertaken in the preparation of an opinion letter. UCC Sample Opinion Reporter and Contributors Reporter: Peter S. Szurley Opinions Committee Reviewing Members: Kenneth J. Carl Peter H. Carson James F. Fotenos Richard N. Frasch Jerome A. Grossman Timothy G. Hoxie John B. Power Steven O. Weise Additional Contributors: John R. Engel Jenny Park Garner Robert Gillison John M. Jameson Anward Kim Li Manley W. Roberts D.C. Toedt Edith Warkentine 2019-20 Opinions Committee Members 2019-20 Opinions Committee Steering Committee: Kenneth J. Carl, Co-Chair Douglas F. Landrum, Co-Chair Carol K. Lucas, Vice Chair, Communications Richard N. Frasch, Vice Chair, Social Media Kimberly Chi, Secretary Herbert P. Fockler James F. Fotenos Jerome A. Grossman Timothy G. Hoxie Moshe J. Kupietzky John B. Power Peter S. Szurley Steven O. Weise Other Opinions Committee Members: Jodie Bourdet Peter H. Carson James S. Cochran Linda Curtis Nelson D. Crandall Ethan J. Falk Christopher Forrester Norman A. Futami Robert J. Gloistein Thomas Klaus Gump John M. Jameson David Johnson Gary B. Kaplan Kenneth A. Linhares Gregg J. Loubier Sean A. Monroe Peter S. Muñoz E.A. Stacy Olliff III Sarah P. Payne Laurence G. Preble Cherie S. Raidy Bradley J. Rock James Rosenhauer Jeffrey E. Sultan Ann Walker Suzanne L. Weakley Benzion "Benny" Westreich Nancy H. Wojtas Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions [Date]4 Tall Oaks Bank, N.A. 101 California Street San Francisco, CA 94111 Ladies and Gentlemen: We have acted as counsel to Spirit's Willing, Inc., a California corporation (the "Borrower"), and Flesh's Weak, LLC, a California limited liability company (the "Guarantor"), in connection with the negotiation, execution and delivery of the Loan Agreement, dated as of [date] (the "Loan Agreement"), between the Borrower and Tall Oaks Bank, N.A., a national banking association (the "Lender"). Subject to the preceding sentence, each term used but not otherwise defined herein has the meaning given to it in Division 9 of the California Uniform Commercial Code (the "UCC") [or, if not defined therein, in Division 8 of the UCC].7 A. Documents Examined8 We have reviewed the following documents9: (i) the Loan Agreement; (ii) the Promissory Note, dated [date] (the "Promissory Note"), in the original principal amount of [$_], executed by the Borrower to the order of the Lender; (iii) the Guaranty, dated as of [date] (the "Guaranty"), by the Guarantor in favor of the Lender; (iv) the Security Agreement, dated as of [date] (the "Security Agreement"), between the Borrower and the Lender; (v) the Acknowledgment, dated as of [date] (the "Acknowledgment"), between Give-an-Inch Bailee, Inc., a California corporation (the "Bailee"), and the Lender;10 (vi) Certificate No. C-2 (the "Bearer Stock Certificate"), representing 100 common shares of the Issuer and issued in bearer form;12 (viii) the Deposit Account Control Agreement, dated as of [date] (the "Deposit Account Control Agreement"),13 among the Borrower, Pennywise Bank, N.A., a national banking association (the "Depository Bank"), and the Lender;14 (ix)the Uncertificated Securities Control Agreement, dated as of [date] (the "Issuer Control Agreement"), among the Borrower, the Issuer, and the Lender;15 (x)the Third Party Acknowledgment, dated as of [date] (the "Third Party Acknowledgment"), between Friend Indeed, Inc., a California corporation ("Third Party"), and the Lender;16 (xi) the Securities Account Control Agreement, dated as of [date] (the "Securities Account Control Agreement"), among the Borrower, MANY Are Called Broker, Inc., a California corporation (the "Securities Intermediary"), and the Lender;17 (xii) the Commodity Account Control Agreement, dated as of [date] (the "Commodity Account Control Agreement"), among the Borrower, Few Are Chosen Broker, Inc., a California corporation (the "Commodity Intermediary"), and the Lender;18 (xiii) the Assignment and Consent, dated as of [date] (the "Assignment and Consent"), among the Borrower, Paid Piper Bank, N.A., a national banking association (the "Letter of Credit Issuer"), and the Lender;19 (xiv) the Notification of Security Interest, dated as of [date] (the "Notification"), executed by the Lender[, acknowledged by the Borrower,] and addressed to An Ounce of Prevention Insurance Company, Inc., a California corporation (the "Insurer");20 (xv) a[n] [acknowledgement] [time-stamped] [unfiled] copy of the financing statement in the form of Exhibit 1 hereto [naming the Borrower as debtor and the Lender as secured party] (the "Financing Statement"), {[filed as Instrument Number [_]] or [to be filed]} in the Office of the Secretary of State of the State of California (the "Filing Office");21 (xvi)the articles of incorporation of the Borrower, as amended to date, certified by the California Secretary of State as of [date] (the "Articles"); (xvii) the bylaws of the Borrower, as amended to date, certified to us by an officer of the Borrower as being complete and in full force and effect as of the date of this letter (the "Bylaws"); (xviii) records certified to us by an officer of the Borrower as constituting the records of proceedings and actions of the board of directors and the shareholders of the Borrower relevant to the opinions set forth in this letter;22 (xix) a Certificate of Status-Domestic Corporation with respect to the Borrower, issued by the California Secretary of State on [date];23 (xx) the articles of organization of the Guarantor, as amended to date, certified by the California Secretary of State as of [date]24 (the "Articles of Organization"); (xxi) the [limited liability company operating agreement] of the Guarantor, dated as of [date], as amended to date, certified to us by [an officer] of the Guarantor as being complete and in full force and effect as of the date of this letter (the "Operating Agreement"); (xxii) records certified to us by [an officer] of the Guarantor as constituting all records of proceedings and actions of the [manager(s) and members]25 of the Guarantor relating to the Loan; (xxiii) a Certificate of Status-Domestic Limited Liability Company with respect to the Guarantor, issued by the California Secretary of State on [date]; (xxiv) a certificate of the [Chief Financial Officer, General Counsel, or other appropriate</abstract><cop>Chicago</cop><pub>American Bar Association</pub><tpages>38</tpages></addata></record> |
| fulltext | fulltext |
| identifier | ISSN: 0007-6899 |
| ispartof | The Business Lawyer, 2020-03, Vol.75 (2), p.1831-1868 |
| issn | 0007-6899 2164-1838 |
| language | eng |
| recordid | cdi_proquest_reports_2400105314 |
| source | HeinOnline Law Journal Library; Business Source Complete; Jstor Complete Legacy |
| subjects | Acknowledgment Agreements Associations Attorneys Banking Bar associations Beliefs, opinions and attitudes Bylaws Commercial law Committees Commodities Companies Consent Deposit accounts Evaluation Financing Insurance Laws, regulations and rules Legal associations Limited liability Limited liability companies Loan agreements Mass media Meaning Naming Notification Personal property Power Professional associations Property Records and correspondence Secured transactions State laws Stockholders Third party Trade Transactions Uniform Commercial Code-US |
| title | Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions |
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