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[Headed notepaper of Law firm issuing the opinion]

[insert name and address of Lender]

[insert date]

Dear [insert name of Lender]

Facility Agreement dated [insert date] between [insert name of lender] (the Lender) and [insert name of borrower] (the Borrower) (the Facility Agreement)

We refer to [insert number of clause which requires delivery of legal opinion] of the Facility Agreement. This opinion is given in satisfaction of that clause.

Unless otherwise defined in this opinion, defined terms in the Facility Agreement shall have the same meanings when used in this opinion.

This opinion is governed by English law and is subject to the exclusive jurisdiction of the English courts.

1. 1. 1

      Background

      1. 1.1

         This opinion is given in relation to the English law aspects of a Transaction (the Transaction) by which [insert description of transaction].

      1. 1.2

         We have acted as English law legal advisers to [insert name of clients] in relation to the Transaction.

      1. 1.3

         This opinion is limited to matters stated in paragraph 3 below and is given only in relation to English law as at the date of this opinion.