April __, 1997
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
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
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
This Opinion Letter may be relied upon by Agent and the Lenders only
in connection with the Transaction Documents and may not be used or relied upon
by any other person for any purpose whatsoever, except to the extent authorized
in the Accord, without in each instance our prior written consent.
Very truly yours,