Legal Opinion on Memorandum of Association of Corporate Guarantors for Syndication Facilities for Company 1 Group.

Mr. Z

Address….

Dear Sir,

RE:     Legal Opinion on Memorandum of Association of Corporate Guarantors for Syndication Facilities for Company 1 Group.

We refer to your letter dated 01 October 2006 on the above subject.

We have perused the Memorandum and Articles of Association of the 3 companies namely Company 1, Company 2 and Company 3.

On perusal of the Memorandum of Association of the said companies we could not find any clause which explicitly empower the companies to issue corporate guarantee to secure the loan taken by a third party.

In order to issue corporate guarantees securing third party loan, the said companies would have to amend their Memorandum of Association accordingly. The alteration shall not take effect until and except in so far is confirmed by the Court on petition.

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

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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