AMD 1994 Annual Report Download - page 384

Exhibit F
FORM OF LEGAL OPINION
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ABN AMRO Bank N.V., as
Administrative Agent and
Co-Arranger
101 California Street, Suite 4550
San Francisco CA 94111
CIBC Inc., as Co-Arranger
275 Battery Street, Suite 1840
San Francisco CA 94111
The Banks Listed on Schedule A hereto
Ladies and Gentlemen:
We have acted as counsel for Advanced Micro Devices, Inc., a Delaware
corporation (the "Company"), in connection with the execution and delivery of
the Term Loan Agreement, dated as of January 5, 1995 (the "Agreement"), among
the Company, ABN AMRO Bank N.V., as Administrative Agent (the "Agent"), ABN AMRO
Bank N.V. and CIBC Inc., as Co-Arrangers (the "Co-Arrangers") and the financial
institutions named on the signature pages thereto (the "Banks").
This opinion is provided pursuant to Section 4.1 of the Agreement.
Capitalized terms not otherwise defined herein have the respective meanings set
forth in the Agreement, except that the term Loan Documents, as used herein,
means the Agreement, the Notes delivered by the Company pursuant to Sections
2.2(b) and 4.1(b) of the Agreement and the certificates provided by the Company
pursuant to Sections 4.1(d), (e) and (h) of the Agreement.
We have examined executed copies of the Agreement and the other Loan
Documents; certificates of public officials from the States of Delaware,
California, Texas and various other states of the United States; the Certificate
of Incorporation and By-laws of the Company, as amended to date; records of
proceedings of the Board of Directors of the Company during or by which
resolutions were adopted relating to matters covered by this opinion; and
certificates of officers of the Company as to certain factual matters. The
Company has certified to us in a Certificate
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995