June 25, 1996
SunTrust Bank, Nashville, N.A.
other limitations, all as more particularly described in the Accord, and this
Opinion Letter should be read in conjunction therewith.
Solely as to matters of fact, but not to the legal conclusions that
are the subject of this opinion, we have relied upon representations made by
Borrower in the Transaction Documents.
The Law covered by the opinions expressed herein is limited to the
federal Law of the United States and the Law of the State of Tennessee.
Based on the foregoing, and subject to the assumptions, limitations,
and qualifications set forth herein, we are of the opinion that;
1. Borrower is a corporation, duly organized, validly existing,
and in good standing under the laws of the State of Tennessee. Borrower has
the corporate power and corporate authority under such laws to enter into and
perform its obligations under the Transaction Documents.
2. The Transaction Documents have been duly authorized by all
necessary corporate action on the part of Borrower and have been duly executed
and delivered by the Borrower.
3. The Transaction Documents are enforceable against the Borrower.
Our opinion in paragraph 3 is further subject to the qualification
that certain waivers, procedures, remedies, and other provisions of the
Transaction Documents may be unenforceable under or limited by applicable law;
provided, however, that the inclusion of such waivers, procedures, remedies,
and other provisions does not render the Transaction Documents invalid as a
whole, and subject to the other qualifications and limitations set forth
herein, there exist in the Transaction Documents or pursuant to applicable law,
legally adequate remedies for the practical realization of the principal
benefits reasonably intended to be provided by the Transaction Documents,
subject to the consequences of any delay that may result from limitations
imposed by applicable law.
In making our examinations and in expressing our opinions, we have
assumed that the Transaction Documents have been executed and delivered for
The General Qualifications apply to all of the opinions set forth above.
We hereby confirm to you that there are no actions or proceedings
against the Borrower, pending or threatened in writing, before any court,
governmental agency or arbitrator that affect the enforceability of the