Legal Opinion regarding Pari Passu Security Sharing Agreement with Bank

Mr. Z

Address….

Dear Sir,

Re: 2nd Legal Opinion regarding Pari Passu Security Sharing Agreement with Bank 1 A/C Company 1.

We refer to your letters dated June 11, 2007 and June 21, 2007 and our opinion dated June 13, 2007 on the above subject.

In our letter dated June 13, 2007, we gave our opinion that the Lease Facility under Contract No. D041301 is not secured by any mortgage at present. Vide your letter dated June 21, 2007 you have informed us that the Management of Bank 2 has decided that Bank 2 will keep the lease Contract No. D041301 unsecured considering its exposure and remaining term.

You vide your letter dated June 11, 2007 have provided us with a draft Pari Passu Security Sharing Agreement sent by Bank 1.

The said Pari Passu Security Sharing Agreement was drafted by us pursuant to the instruction given to us by Bank 1.

The above agreement appears to be in order and shall protect the interest of Bank 2 in accordance to the terms therein. Nevertheless, please check all commercial terms and conditions.

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”