ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Class A Common Stock registered hereby
will be passed upon for the Registrant by Bass, Berry & Sims PLC, Nashville,
Tennessee. Certain members of Bass, Berry & Sims PLC beneficially own 136,434
shares of Class A Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act (the "TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if: (a) such person acted in good
faith; (b) in the case of conduct in an official capacity with the corporation,
he reasonably believed such conduct was in the corporation's best interests; (c)
in all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly received.
Notwithstanding the foregoing, the TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that: (a) such officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.
The Registrant's Charter and Bylaws require the Registrant to indemnify
its directors and officers to the fullest extent permitted by law with respect
to all liability and loss suffered and expense reasonably incurred by such
person in any action, suit or proceeding in which such person was or is made, or
threatened to be made, a party, or is otherwise involved by reason of the fact
that such person is or was a director or officer of the Registrant.
In addition, the Registrant's Charter provides that Registrant's
directors shall not be personally liable to the Registrant or its shareholders
for monetary damages for breach of any fiduciary duty as a director of the
Registrant except to the extent such exemption from liability or limitation
thereof is not permitted under the TBCA. Under the TBCA, this provision does not
relieve the Registrant's directors from personal liability to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as a
director, to the extent such liability arises from