Report on Legal Opinions in Personal Property Secured Transactions
Appendix B

Sample Security Interest Opinion

[Date]

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 "Debtor"), in connection with the negotiation, execution and delivery of the Loan Agreement, dated as of [DATE] (the "Agreement"), between the Debtor and TALL OAKS BANK, N.A., a national banking association (the "Secured Party").

In giving this opinion, we have reviewed the following documents:

  1. the Agreement;
  2. the Security Agreement, dated as of [DATE] (the "Security Agreement"), between the Debtor and the Secured Party;
  3. the Acknowledgement, dated as of [DATE] (the "Acknowledgement"), between GIVE-AN-INCH BAILEE, INC., a California corporation (the "Bailee"), and the Secured Party;337
  4. Certificate No. C-1 (the "Stock Certificate"), representing 100 common shares of 222 COMPANY, INC., a California corporation (the "Issuer"), and reflecting the Debtor as the holder thereof, together with a stock power endorsed by the Debtor {[in blank] [in the name of the Secured Party]} (the "Stock Power");338
  5. Certificate No. C-2 (the "Bearer Stock Certificate"), representing 100 common shares of the Issuer and issued in bearer form;339
  6. the Deposit Account Control Agreement, dated as of [DATE] (the "Deposit Account Control Agreement"), among the Debtor, PENNYWISE BANK, N.A., a national banking association (the "Depository Bank"), and the Secured Party;340
  7. the Customer Agreement, dated [DATE] (the "Customer Agreement"), between GIFT HORSE BANK, N.A., a national banking association (the "Depository Bank"), and the Secured Party;341
  8. the Uncertificated Securities Control Agreement, dated as of [DATE] (the "Issuer Control Agreement"), among the Debtor, the Issuer, and the Secured Party;342
  9. the Third Party Acknowledgement, dated as of [DATE] (the "Third Party Acknowledgement"), between FRIEND INDEED, INC., a California corporation ("Third Party"), and the Secured Party;343
  10. the Securities Account Control Agreement, dated as of [DATE] (the "Securities Account Control Agreement"), among the Debtor, MANY ARE CALLED BROKER, INC., a California corporation (the "Securities Intermediary"), and the Secured Party;344
  11. the Commodity Account Control Agreement, dated as of [DATE] (the "Commodity Account Control Agreement"), among the Debtor, FEW ARE CHOSEN BROKER, INC., a California corporation (the "Commodity Intermediary"), and the Secured Party;345
  12. the Assignment and Consent, dated as of [DATE] (the "Assignment and Consent"), among the Debtor, PAID PIPER BANK, N.A., a national banking association (the "Letter of Credit Issuer"), and the Secured Party;346
  13. the Notification of Security Interest, dated as of [DATE] (the "Notification"), executed by the Secured Party, and acknowledged by the Debtor, and addressed to AN OUNCE OF PREVENTION INSURANCE COMPANY, INC., a California corporation (the "Insurer");347 and
  14. a[n] [acknowledgment] [time-stamped] [unfiled] copy of the financing statement in the form of Annex 1 hereto [naming the Debtor as debtor and the Secured Party as secured party] (the "Financing Statement"), [filed as Instrument Number __________] [to be filed] in the Office of the Secretary of State of the State of California (the "Filing Office").348

We have also examined such other documents, and such certificates of public officials and representatives of the Debtor and others, as we have deemed necessary as a basis for the opinions expressed herein.

Unless otherwise defined herein, each term defined in the California Uniform Commercial Code (the "Code") and used herein has the meaning ascribed thereto therein.349

Subject to the assumptions, qualifications and limitations set forth below, we are of the opinion that:

1. [Attachment Opinion.]

First Alternative:350 The Security Agreement is effective to create in favor of the Secured Party[, as security for the obligations described in the Security Agreement to be secured thereby,]351 a security interest in the collateral described in the Security Agreement.

Second Alternative:352 The Security Agreement is effective to create in favor of the Secured Party[, as security for the obligations described in the Security Agreement to be secured thereby,] a security interest in that portion of the collateral described in the Security Agreement that consists of [(in each case, as defined in the California Uniform Commercial Code)]353 [specify collateral types covered by opinion: e.g., accounts, deposit accounts, general intangibles, equipment, inventory, chattel paper, investment property, negotiable documents and instruments].

2. [Perfection-by-Filing Opinion.]354

First Alternative: The security interest in that portion of the collateral described in the Security Agreement in which a security interest may be perfected by the filing of a financing statement under the California Uniform Commercial Code {[will be] OR [is]} perfected [upon the filing of [specify financing statement] with the Filing Office].

Second Alternative: The security interest in that portion of the collateral described in the Security Agreement that consists of [specify collateral types covered by opinion, e.g., accounts, general intangibles, equipment, inventory, chattel paper, investment property, negotiable documents and instruments] {[will be] OR [is]} perfected [upon the filing of [specify financing statement] with the Filing Office].

3. [Perfection-by-Possession Opinion -- Collateral Other Than Certificated Securities.]355

The security interest in that portion of [specify items of collateral] that consists of [specify collateral types covered by opinion, e.g., certificated securities, goods, instruments, money, negotiable documents, tangible chattel paper] {[will be] OR [is]} perfected [upon the {[Secured Party] OR [Bailee]} obtaining possession] OR [assuming the {[Secured Party] OR [Bailee]} has possession] of [specify items of collateral].

4. [Perfection-by-Possession Opinions -- Certificated Securities).]356

First Alternative:357 The security interest in the {[Stock Certificate] OR [Bearer Stock Certificate]} {[will be] OR [is]} perfected {[upon the [Secured Party's] [Bailee's] obtaining] OR [assuming the [Secured Party] [Bailee] has]} possession of such collateral.

Second Alternative:358 The security interest in the Stock Certificate {[will be] OR [is]} perfected {[upon the Bailee's359 obtaining possession of the Stock Certificate and the registration of the Stock Certificate in the name of the Secured Party] OR [assuming the Bailee has possession of the Stock Certificate and the Stock Certificate has been registered in the name of the Secured Party]}.

5. [Perfection-by-Control Opinion Concerning Deposit Accounts.]

First Alternative:360 The security interest in that portion of the collateral that consists of deposit accounts maintained with the Secured Party is perfected by control.

Second Alternative:361 The security interest in [specify account] is perfected by control pursuant to the Deposit Account Control Agreement.

Third Alternative:362 The security interest in [specify account] maintained by the Secured Party as a customer of [specify depository bank] is perfected by control.

6. [Perfection-by-Control Opinion Concerning Certificated Securities.]

First Alternative:363 The security interest in the Bearer Stock Certificate364 will be perfected by control upon the {[Secured Party's] OR [Bailee's]} obtaining possession of the Bearer Stock Certificate.

Second Alternative:365 The security interest in the Stock Certificate will be perfected by control upon the {[Secured Party's] OR [Bailee's]} obtaining possession of the Stock Certificate.

Third Alternative:366 The security interest in the Stock Certificate will be perfected by control upon the {[Secured Party's] OR [Bailee's]} obtaining possession of the Stock Certificate and the registration of the Stock Certificate in the name of the Secured Party.

Fourth Alternative:367 The security interest in the Stock Certificate will be perfected by control upon the Bailee obtaining possession of the Stock Certificate and registration of the Stock Certificate in the name of the Secured Party.

7. [Perfection-by-Control Opinion Concerning Uncertificated Securities.]

First Alternative:368 The security interest in that portion of the securities described [on Schedule 1 to the Security Agreement] will be perfected by control {[pursuant to the Third Party Acknowledgement upon registration by the Issuer of the Third Party] OR [upon registration by the Issuer of the Secured Party]} as the registered owner of such securities.

Second Alternative:369 The security interest in that portion of the securities described [on Schedule 1 to the Issuer Control Agreement] is perfected by control pursuant to the Issuer Control Agreement.

8. [Perfection-by-Control Opinion Concerning Securities Accounts/Security Entitlements.]

First Alternative:370 The security interest in the account, established in the name of the Secured Party and described [on Schedule 1 to the Security Agreement], and all security entitlements to the financial assets carried therein will be perfected by control upon the Securities Intermediary crediting financial assets to such account.

Second Alternative:371 The security interest in {[the account described [on Schedule 1 to the {[Securities Account Control Agreement] OR [Third Party Acknowledgement] OR [Security Agreement]}] and all security entitlements to the financial assets carried therein] OR [that portion of [specify security entitlements to particular financial assets]372 credited to the account described [on Schedule 1 to the {[Securities Account Control Agreement] OR [Third Party Acknowledgement] OR [Security Agreement]}] is perfected by control.

9. [Perfection-by-Control Opinion Concerning Commodity Contracts/Commodity Account.]373

The security interest in {[the account specified [on Schedule 1 to] the {[Commodity Account Control Agreement]374 OR [Security Agreement]}375 (and the commodity contracts carried therein] OR [that portion of the contracts specified [on Schedule 1 to]376 the {[Commodity Account Control Agreement] OR [Security Agreement]} is perfected by control pursuant to the {[Commodity Account Control Agreement] OR [Security Agreement]}.

10. [Perfection-by-Control Opinion Concerning Letter-of-Credit Rights.]377

The security interest in the letter of credit rights with respect to [letter of credit identified on Schedule 1 to the Assignment and Consent] is perfected by control pursuant to the Assignment and Consent.

11. [Perfection-by-Notification Opinion.]378

The security interest in [specify policy of insurance] {[is] OR [will be]} perfected [upon the giving of notice to the Insurer] pursuant to the Notice.

Our opinions are subject to the following limitations, qualifications and assumptions:

(a) [UCC Scope Limitation.]379

First Alternative: We express no opinion as to the creation or perfection of any security interest except to the extent that Division 9 of the Code governs either such matter.

Second Alternative: The law covered by the security interest opinions set forth in paragraphs [specify opinion paragraphs] is limited to Division 9 of the Code.

(b) [Qualification re Value.] We have assumed that value has been given for the security interest granted in the security agreement.380

(c) [Qualification re Perfection by Financing Statement Only.] We express no opinion as to the perfection of any security interest referenced herein other than by the filing of the Financing Statement with the Filing Office.381

(d) [Qualification re Name of Debtor.] We have assumed that the Financing Statement correctly states the name of the Debtor.382

(e) [Qualification re Bailee.] We have assumed that the Bailee is not a securities intermediary with respect to the securities described in paragraph {[4] OR [7]}.383

(f) [Qualification re Third Party.] We have assumed that the Third Party is not a securities intermediary with respect to the securities described in paragraph 7.384

(g) [Qualification re Ownership of Securities.] We have assumed that the Debtor is the registered owner of the securities described in paragraph 7.385

Very truly yours,

BETTER SAFE THAN SORRY LLP

Endnotes

337 This document would be included in connection with Opinion 3, Opinion 4 or Opinion 6, where a third-party bailee has possession of a portion of the collateral, the security interest therein is being perfected by possession or control by such bailee for the benefit of the secured party, and a Perfection-by-Possession Opinion or Perfection-by-Control Opinion covers such collateral. See generally supra Section 5.2. In certain situations involving collateral consisting of certificated securities, the bailee may be a securities intermediary. See, e.g., infra Opinion 4 (First Alternative), Opinion 6 and note 360. Back

338 This reference to a certificated security in registered form and the accompanying stock power would be included where: (1) the security interest in the security is being perfected under section 9314(a) pursuant to control under sections 9106(a) and 8106(b)(1) (i.e., perfection through control by the secured party or a third party), and a Perfection-by-Control Opinion covers such collateral (see infra Opinion 6, Second Alternative); or (2) the security interest in the security is being perfected under section 9313(a) by possession (i.e., delivery) pursuant to section 8301(a)(3) (i.e., perfection through possession by the secured party or a third party) and a Perfection-by-Possession Opinion covers such collateral (see infra Opinion 4, Second Alternative). The stock power is not necessary to perfect a security interest in a certificated security in registered form that is perfected under section 9313(a) by possession pursuant to section 8301(a)(1) or (a)(2) (i.e., perfection through possession by the secured party or a third party who is not a securities intermediary) and a Perfection-by-Possession Opinion Covers such collateral. See infra Opinion 4, First Alternative. See generally supra Section 5.2 and notes 202, 211, 242. Back

339 This reference to a certificated security in bearer form would be included where (1) the security interest therein is being perfected under section 9314(a) pursuant to control under sections 9106(a) and 8106(a) (i.e., by possession of the security) and a Perfection-by-Control Opinion covers such collateral (see infra Opinion 6 (First Alternative)) or (2) the security interest therein is being perfected under section 9313(a) by possession pursuant to section 8301(a)(1) or (2) and a Perfection-by-Possession Opinion covers such collateral (see infra Opinion 4 (First Alternative)). Back

340 This document would be included where the collateral includes a deposit account maintained by the Company with a depository bank that is not the Secured Party, the security interest therein is being perfected under section 9314(b) pursuant to control under section 9104(a)(2) (i.e., by the use of a control agreement), and a Perfection-by-Control Opinion covers such collateral. See infra Opinion 5 (Second Alternative). See generally supra Section 5.3.1. Back

341 This document would be included where the collateral includes a deposit account which has been placed in the name of the Secured Party as the customer of the depository bank, the security interest therein is being perfected under section 9314(b) pursuant to control under section 9104(a)(3) (i.e., by the secured party becoming the depository bank's customer as to the account), and a Perfection-by-Control Opinion covers such collateral. See infra Opinion 5 (Third Alternative). A customer agreement is typically dated a specific date rather than an "as of" date. See generally supra Section 5.3.1.

Where the Security Agreement references deposit accounts as a collateral type, no separate reference to any customer agreement between the Debtor and the Secured Party is required for purposes of giving a Perfection-by-Control Opinion (where the security interest therein is being perfected under section 9314(b) pursuant to control under section 9104(a)(1)) concerning deposit accounts maintained by the Debtor with the Secured Party. See infra Opinion 5 (First Alternative). See generally supra Section 5.3.1. Back

342 This document would be included where the collateral includes uncertificated securities, the security interest therein is being perfected under section 9314(a) pursuant to control under sections 9106(a) and 8106(c)(2) (i.e., by the use of a control agreement), and a Perfection-by-Control Opinion covers such collateral. See infra Opinion 6 (Second Alternative). See generally supra Section 5.3.4. Back

343 This document would be included either (1) where the collateral includes uncertificated securities, the security interest therein is being perfected under section 9314(a) pursuant to control under sections 9106(a), 8106(c)(1) and 8301(b)(2) (i.e., by a third party acknowledging that the uncertificated securities are registered in its name and that it has obtained control on behalf of or holds for the Secured Party), and a Perfection-by-Control Opinion covers such collateral, see infra Opinion 7 (First Alternative); see generally supra Section 5.3.4, or (2) where the collateral includes securities accounts or security entitlements, the security interest therein is being perfected under section 9314(a) pursuant to control under sections 9106(a) and 8106(d)(3) (i.e., by a third party who has control of the securities accounts or security entitlements acknowledging that it has control on behalf of the Secured Party), and a Perfection-by-Control Opinion covers such collateral, see infra Opinion 8 (Second Alternative); see generally supra Section 5.3.5. Back

344 This document would be included where the collateral includes securities accounts or security entitlements, the security interest therein is being perfected under section 9314(a) pursuant to control under sections 9106(a) and 8106(d)(2) (i.e., by the use of a control agreement, third party acknowledgement or security agreement), and a Perfection-by-Control Opinion covers such collateral. See infra Opinion 8 (Second Alternative). See generally supra Section 5.3.5. Back

345 This document would be included where the collateral includes commodity accounts or commodity contracts, the security interest therein is being perfected under section 9314(a) pursuant to control under section 9106(b)(2) (i.e., by the use of a control agreement), and a Perfection-by-Control Opinion covers such collateral. See infra Opinion 9. See generally supra Section 5.3.5. Back

346 This document would be included where the collateral includes letter-of-credit rights, the security interest therein is being perfected under section 9314(a) pursuant to control under section 9107 (i.e., by the consent of the issuer or any nominated person, see supra note 306), and a Perfection-by-Control Opinion covers such collateral. See infra Opinion 10. See generally supra Section 5.3.7. Back

347 This document would be included where the collateral includes any policy of insurance (including unearned premiums) that does not constitute a health care insurance receivable, the security interest therein is being perfected under section 9312(b)(4) (i.e., by written notice to the insurer) and a Perfection-by-Notification Opinion covers such collateral. See infra Opinion 11. See generally supra Section 5.4. Back

348 For purposes of this Sample Security Interest Opinion, the Filing Office is assumed, in all cases, to be the Office of the Secretary of State of the State of California. Back

349 This sample language (or any similar alternative) may be used in lieu of repeating, in each instance where used, a statement that a particular term has the meaning ascribed to it in the Code. See, e.g., infra text accompanying note 353. Back

350 This alternative may be used if the opinion letter contains a UCC Scope Limitation. See supra Section 3. For issues concerning the use of this formulation, see supra Section 4.1 and note 73. Back

351 This bracketed language (which is also included in the Second Alternative) typically need not be included. See supra note 72. Back

352 This alternative may be used if the opinion letter does not contain a UCC Scope Limitation or when it is otherwise appropriate to limit the opinion to specific collateral types. See generally supra Section 4.1 and notes 74-77. Back

353 See supra note 349 and accompanying text. Back

354 For a discussion of the appropriateness of the alternative opinions, see generally supra Section 5.1. Back

355 For a discussion of the usage of the opinion, see generally supra Section 5.2. See also supra note 338. Back

356 Id. Back

357 This alternative would be appropriate where perfection by possession of a security certificate in either registered or bearer form is accomplished pursuant to section 8301(a)(1) or (2) (i.e., in a situation where a securities intermediary is not involved). Section 8301(a) does not require a stock power (issued either in the name of the secured party or in blank) as a condition to perfection. Section 8301(a)(2) does require that the third party bailee acquire possession of the security certificate on behalf of the secured party or, having previously acquired possession of the certificate, acknowledge that it hold the certificate for the secured party. See Cal. Com. Code § 8301(a)(2). Accordingly, reference to the Acknowledgement in the opinion would be appropriate in such circumstances. See supra note 337. Back

358 This alternative would be appropriate where the security certificate is not in bearer form and the third party bailee acquiring possession of the security certificate on behalf of the secured party is a securities intermediary. See Cal. Com. Code § 8301(a)(3); see also supra notes 201, 211. If the security certificate is not registered in the name of the Secured Party, reference to the Stock Power (endorsed by the Debtor in the name of the Secured Party and not the Bailee or in blank) would be appropriate. See id. Alternatively, the security certificate may be payable to the order of the Secured Party. See Cal. Com. Code § 8301(a)(3)(B). Back

359 It is unnecessary to include a qualification to the effect that the Bailee is assumed to be a securities intermediary. See supra text accompanying note 205. Reference to the Acknowledgement would also be appropriate. See supra note 337. Back

360 This alternative would be appropriate where control over the deposit account is effected under section 9104(a)(1) because the deposit accounts are maintained with the Secured Party. See generally supra Section 5.3.1. In such an instance, a reference to the Deposit Account Control Agreement or the Customer Agreement would not be required. Back

361 This alternative would be appropriate where control over the deposit account is effected under section 9104(a)(2) by the use of a control agreement. See generally supra Section 5.3.1. In such an instance, a reference to the Deposit Account Control Agreement would be appropriate and a reference to the Customer Agreement would not be required. See supra note 340. Back

362 This alternative would be appropriate where control over the deposit account is effected under section 9104(a)(3) by the Secured Party becoming the depository's bank customer with respect to the Deposit Account. See generally supra Section 5.3.1. In such an instance, a reference to the Customer Agreement would be appropriate and a reference to the Deposit Account Control Agreement would not be required. See supra note 341. Back

363 This alternative of a Perfection-by-Control Opinion concerning a security certificate in bearer form takes the same form of, and is based upon the same facts, as a Perfection-by-Possession Opinion as to such collateral. See Cal. Com. Code §§ 8106(a), 8301(a)(1) and (2). For purposes of this alternative where the Bailee is acquiring possession, a qualification to the effect that the Bailee is assumed not to be a securities intermediary would be appropriate. See infra note 383 and accompanying text; see also supra note 256. In such an instance, reference to the Acknowledgement would also be appropriate. See supra note 337. Back

364 See supra note 244. Back

365 The Second Alternative and the Third Alternative of Perfection-by-Control Opinions concerning certificated securities in registered form differ in terms of whether control of the certificated security is effected through section 8106(b)(1) (i.e., endorsement -- the Second Alternative) or 8106(b)(2) (i.e., registration -- the Third Alternative). For purposes of either alternative where the Bailee is acquiring possession, a qualification to the effect that the Bailee is assumed not to be a securities intermediary would be appropriate. See infra note 383 and accompanying text. In such instances, reference to the Acknowledgement would also be appropriate. See supra note 337. A reference to the Stock Power would also be appropriate in connection with the Second Alternative. Back

366 Id. Back

367 This alternative would be appropriate where the Bailee is a securities intermediary, delivery of the security certificate is effected under section 8301(a)(3) and control is effected under section 8106(b)(2). For purposes of this alternative, it is unnecessary to include a qualification to the effect that the Bailee is assumed to be a securities intermediary. In such an instance, reference to the Acknowledgement would be appropriate. See supra note 337. A reference to the Stock Power (endorsed to the Secured Party and not to the Bailee) would also be appropriate. See Cal. Com. Code § 8301(a)(3)(C). Back

368 This alternative would be appropriate where perfection of the security interest in uncertificated securities is being perfected under section 9314(a) through control under sections 9106, 8106(c)(1) and section 8301(b)(1) or (2) (i.e., where the Secured Party, or the Third Party, who is not a securities intermediary, becomes the registered owner of the securities. See generally supra Section 5.3.4. In connection with delivery of the uncertificated securities to the Third Party, a qualification to the effect that the Third Party is assumed not to be a securities intermediary, see Cal. Com. Code § 8301(b)(2), would be appropriate. See supra note 256; see also infra note 384 and accompanying text. In such an instance, reference to the Third Party Acknowledgement would also be appropriate. See supra note 343. Back

369 This alternative would be appropriate where control of uncertificated securities is effected pursuant to section 9314(a) through control under sections 9106 and 8106(c)(2) (i.e., by the issuer agreeing to comply with instructions originated by the Secured Party without further consent of the Debtor (with the Debtor being the registered owner of the securities)). See generally supra Section 5.3.4. Back

370 This alternative would be appropriate where the security interest in security entitlements is being perfected under section 9314(a) pursuant to control under sections 9106(a) and 8106(d)(1) (i.e., by the Secured Party becoming the entitlement holder). See generally supra Section 5.3.5. Typically, the establishment of the account in the name of the secured party and the description of the financial assets to be credited to that account would be contained in the Security Agreement. Back

371 This alternative would be appropriate where the security interest in security entitlements is being perfected under section 9314(a) pursuant to control under sections 8106(d)(2), 8106(d)(3) or 8106(e). See generally supra Section 5.3.5. Back

372 If this alternative language is used, only listed security entitlements are covered by the opinion (and not all security entitlements in the described account). See generally supra Section 5.3.5. Back

373 For a discussion of the usage of the opinion, see generally supra Section 5.3.6. Back

374 Reference to the Commodity Account Control Agreement would be appropriate where the Secured Party is not a commodity intermediary and its security interest in a commodity account or commodity contracts of the Debtor is being perfected by control pursuant to section 9106(b)(2) (i.e., by the use of a control agreement). Back

375 Reference to the Security Agreement would be appropriate where the Secured Party is the commodity intermediary with which the commodity contracts of the Debtor are carried and the Secured Party's security interest therein is being perfected by control obtained pursuant to section 9106(b)(1). Back

376 If this alternative language is used, only the commodity contracts listed on the schedule will be covered by the opinion (and not all of the commodity contracts in the commodity account). Back

377 This opinion would be appropriate where the security interest in letter-of-credit rights is being perfected by control pursuant to section 9107 (i.e., by the consent of the issuer or any nominated person of the issuer). See generally supra Section 5.3.7. Back

378 This opinion would be appropriate where the security interest in an insurance policy is being perfected by notification pursuant to section 9312(b)(4). See generally supra Section 5.4. Back

379 The customary practice is for a Security Interest Opinion to include a form of UCC Scope Limitation. See generally supra Section 3. If the Security Interest Opinion includes a Priority Opinion, then it is customary to modify the UCC Scope Limitation to cover that opinion (i.e., "the creation, perfection or priority of any security interest. . ."). Id. Back

380 This qualification would customarily be appropriate solely where it is unclear whether value has been given. See supra Section 4.2.1. Back

381 This qualification would customarily be appropriate solely in connection with a Perfection-by-Filing Opinion where, without the qualification, the opinion might otherwise be misleading. See generally supra Section 5.1.2(a). Back

382 This qualification would customarily be appropriate solely in connection with a Perfection-by-Filing Opinion where the opinion giver is unable to verify the name of a debtor that is a registered organization. See generally supra Section 5.1.4(c). In the case of a debtor that is not a registered organization, a Perfection-by-Filing Opinion does not address the accuracy or completeness of a debtor's name. Id. Back

383 This qualification would customarily be appropriate solely in connection with a Perfection-by-Possession Opinion or Possession-by-Control Opinion where the collateral consists of certificated securities in the possession of a third party bailee who does not appear to be a securities intermediary with respect to the securities. See supra notes 356-59, 363-66. Back

384 This qualification would customarily be appropriate solely in connection with the First Alternative of Perfection-by-Control Opinion concerning uncertificated securities contained in this letter, where the uncertificated securities are being registered in the name of the Third Party and not the Secured Party. See supra note 256 and accompanying text, note 368. Back

385 This qualification would customarily be appropriate solely in connection with the Second Alternative of Perfection-by-Control Opinion concerning uncertificated securities contained in this letter. See supra note 257 and accompanying text, note 369. Back


Appendix A / Table of Contents