HomeMy WebLinkAboutexhibit4EXHIBIT A-2
FORM OF OPINION OF INTERNAL COUNSEL
FOR PARTY A
[COUNTERPARTY]
[ADDRESS]
Ladies and Gentlemen:
[DATE]
As Counsel to Morgan Stanley Capital Services Inc., a Delaware corporation ("Morgan
Stanley"), I advise you as follows in connection with the ISDA Master Agreement, the Schedule thereto
dated as of [DATE], and the Confirmation thereunder dated [DATE] (the "Agreement") between Morgan
Stanley and you.
In arriving at the opinions expressed below, I have, or someone under my supervision
has, examined an original or copy of: (i) the ISDA Master Agreement and (ii) the Schedule to the ISDA
Master Agreement, and (iii) the Confirmation, each executed on behalf of Morgan Stanley. I have, or
someone under my supervision has, also reviewed such corporate records of Morgan Stanley, certificates
of public officials, officers of Morgan Stanley and other persons, and such other documents, agreements
and instruments, and such matters of law, as I have deemed necessary as a basis for the opinions
expressed in this letter. In such review, I have relied as to certain matters on information obtained from
public officials, officers of Morgan Stanley and other sources believed by me to be reliable, and I have
assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals,
the conformity to original documents of all documents submitted to me as certified, photostatic or
reproduced copies and the authenticity of the originals of all such latter documents. Based upon the
aforementioned examination and review, and subject to the foregoing and following comments and
qualifications, it is my opinion that:
(1) Morgan Stanley has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware.
(2) The Agreement has been duly authorized, executed and delivered by Morgan
Stanley.
(3) The execution, delivery and performance of the Agreement by Morgan Stanley
does not contravene any provision of the Certificate of Incorporation or By -Laws of Morgan Stanley.
In connection with my opinion in paragraph (2) above, I note that, as of the date of this
opinion, a judgment for money in an action based on the Agreement in a Federal or state court in the
United States ordinarily would be enforced in the United States only in United States dollars. The date
used to determine the rate of conversion of the foreign currency or currency unit in which an obligation
under the Agreement is denominated into United States dollars will depend on various factors, including
which court renders the judgment. Under Section 27 of the New York Judiciary Law, a state court in the
State of New York rendering a judgment on a claim under the Agreement denominated in a foreign
currency or currency unit would be required to render such judgment in the foreign currency or currency
unit in which the claim is denominated, and that judgment would be converted into United States dollars
at the exchange rate prevailing on the date of entry of the judgment.
NYL1135 790734.3 A-2-I
In rendering the foregoing opinions, I have assumed, with respect to all of the documents
referred to in this opinion letter, that (except as to Morgan Stanley): (i) each party to such documents is
duly organized and validly existing; (ii) each party to such documents has the requisite power and
authority (corporate or other) to execute and deliver such documents and perform its obligations under
such documents; (iii) the execution, delivery and performance of such documents have been duly
authorized by each party thereto; (iv) such documents have been duly executed and delivered by each
party thereto; (v) such documents constitute the legal, valid and binding agreement of each of the parties
thereto, enforceable against each such party in accordance with their respective terms; and (vi) each party
to such documents has obtained all consents, approvals, authorizations, orders, licenses, registrations and
qualifications (including any applicable foreign exchange licenses) from, and has made all filings and
registrations with, all governmental. or regulatory authorities or agencies required for the execution or
delivery of, or for the performance or incurrence of any obligations or liabilities under, such documents.
In rendering the foregoing opinions, 1 am not addressing any matters relating to any
specific transactions entered into pursuant to the Master Agreement. Furthermore, I express no opinion as
to the validity and enforceability of any provision of the Agreement that (i) purports to limit, condition or
impose remedies for the exercise of either party's ability to transfer its rights under the Agreement or a
Confirmation in a manner contrary to Section 9 406 or 9 408 of the New York Uniform Commercial
Code; (ii) requires any amendment or waiver to be in writing, to the extent that an oral agreement or
waiver, or an implied agreement or waiver by trade practice or course of conduct, has been created that
modifies any such provision; or (iii) is determined to be a penalty or a forfeiture, including by reason of a
party being required or allowed to pay, deliver, receive or recover (or not to pay, deliver, receive or
recover) any amount or item. In addition, I express no opinions as to any violation of, or any consent or
approval required under, any law or regulation which may be applicable to Morgan Stanley as a result of
the involvement of any other party to the Agreement. Any foregoing opinion relating to enforceability or
performance by Morgan Stanley of its obligations are qualified by and subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the
State of New York and the General Corporation Law of the State of Delaware, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
I am furnishing this opinion to you solely for your benefit in connection with the above -
referenced Agreement. Except for your own internal use, this opinion is not to be used or circulated,
quoted or otherwise referred to, or relied upon without my express written consent, I do not undertake to
update, revise or supplement any opinion or statement herein for any reason whatsoever.
Very truly yours,
Counsel
NYLIB5 790734.3 A-2-2