Legal Opinion regarding formation of a Joint Venture Partnership namely Company 1, opening and operation of their CD Account.

Mr. Z

Address….

Dear Sir,

RE: Legal Opinion regarding formation of a Joint Venture Partnership namely Company 1, opening and operation of their CD Account.

We refer to your letter no. …………. dated 17 September 2006 and our legal opinion with reference no. ……………….. dated 05.09.2006 on the above subject.

On perusal of your letter and the provided documents, it appears that you have enclosed copies of revised draft Resolution, Minutes of Meeting and Agreement.

You have requested our legal opinion as to whether the enclosed papers would removal of anomalies, serve the purpose and save guard the interest of the Bank.

OUR OPINION:

The enclosed i) draft Resolution of the Board of Directors of COMPANY 2; ii) draft Minutes of Meeting of the Board of Directors of Company 1; and iii) draft Agreement to form a Joint Venture in the name of COMPANY 1 are found to be in order.

But in addition to these, in order to save guard the interest of the Bank, COMPANY 1 has to pass a Resolution signed by both partners, whereby they agree to maintain a current account to be opened with BANK 1. The Resolution will have to mention by name the persons representing the two partners who shall operate the account. The Resolution should also clearly cover the situation when COMPANY 1 can approach for financial assistance and the persons representing the Joint Venture Partners authorised to sign and execute various charge documents. A draft Resolution of the Meeting of Partners of COMPANY 1 has been prepared by us and attached with this opinion – Please ensure that the blank spaces are filled up with relevant information.

If you have any further inquiries please do not hesitate to contact us.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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