HomeMy WebLinkAboutOpinion of Counsel to Citigroup regarding the Confirmation
citiqroupj corporate and investment banking John H. Moore, Esq. Vice President and Senior Trade Counsel Citibank, N.A. April 7, 2006 U.S. Bank National Association, as Fiscal Agent Corporate
Trust Services 633 West Fifth Street, 24th Floor LM-CA-T247 Los Angeles, CA 90071 Re: Ohio Savings Bank letter of credit reference no. CA 2006-012 Citibank, N.A. confirmation reference
no. 09652213 Ladies and Gentlemen: You have requested my opinion, as counsel to Citibank, N.A. (the "Bank"), in connection with Irrevocable Standby Letter of Credit No. CA 2006-012 (the
"Letter of Credit"), dated April 5, 2006, issued in your favor by Ohio Savings Bank for the account of Ashby USA, LLC, and confirmed on the date hereof by Citibank, N.A., under reference
number 09652213 (the "Confirmation"). In rendering this opinion, I have examined the original, or a copy identified to my satisfaction, of the Letter of Credit, the Confirmation and
such other documents, corporate records, certificates of corporate officers and other instruments and legal matters as I have deemed necessary for the purpose of this opinion. On the
basis of the foregoing examination and subject to the qualifications contained herein, I am of the opinion that: 1. The Bank is a national banking association duly organized and validly
existing under the laws of the United States of America, and has full power and authority to execute, deliver and perform its obligations under the Confirmation. 2. The Confirmation
has been duly authorized, executed and delivered by the Bank, and is the legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except
as limited by (a) the Bank's bankruptcy, insolvency, reorganization, liquidation, receivership, conservatorship, moratorium, or similar laws (including the Financial Institutions Reform,
Recovery and Enforcement Act of 1989) affecting creditors' rights generally, (b) the principles of law and equity relating to fraud as it pertains to the Letter of Credit or the Confirmation
or presentment under either of them, and (c) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, regardless of whether considered in a proceeding in equity or at law. I note that the general principles of equity referred to in the
preceding
sentence also include, but are not limited to, the equitable power of a court in bankruptcy or similar proceeding to restrain payment under the Letter of Credit or Confirmation. I am
licensed to practice law in the State of New York. The foregoing opinion is limited to the laws of the State of New York and the laws of the United States of America in effect on the
date hereof, and I do not express any opinion herein as to any matter governed by the law of any other jurisdiction. I also express no opinion herein as to any conditions contained in
the Letter of Credit of the type described in Article 13c of the Uniform Customs and Practice for Documentary Credits, 1993 revision, ICC Publication Number 500, The foregoing opinion
is given solely in my capacity as an officer of the Bank and not in my personal capacity, and is given without any personal liability on my part. The Bank is furnishing this opinion
letter to you solely for your benefit. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. This opinion letter is limited to the
matters expressly set forth and no opinion is implied or may be inferred beyond the matters expressly stated herein. The Bank assumes no obligation to advise you'as to any legal developments
or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein. Respectfully submitted, I Johi/H. Moore, Esq. ftmnk, N.A. Vice President and
Senior Trade Counsel