AMD 1994 Annual Report Download - page 385

ABN AMRO Bank N.V
CIBC Inc
Page 2
attached hereto as Exhibit A that the Company has no Contractual Obligation
which is not listed in the Certificate and which is material to the Company as
that term is defined in the Certificate. The Company has provided copies to us
of the documentation relating to such Contractual Obligations, which
documentation we have reviewed. In addition, we have made such other
investigations as we have deemed necessary to enable us to express the opinions
hereinafter set forth. We have assumed the genuineness of all signatures of
persons signing the Agreement on behalf of parties thereto other than the
Company, the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or photostatic copies.
As used in this opinion, the expression "to the best of our knowledge after
due investigation" means that, after an examination of documents in our files
and documents made available to us by the Company and after inquiries of one or
more officers of the Company which we believe are sufficient for the purpose of
expressing the opinions contained herein, we find no reason to believe that the
opinions expressed herein are factually incorrect; but beyond that, we have made
no independent factual investigation for the purpose of rendering this opinion.
Based upon the foregoing, and further subject to the last three paragraphs
of this letter, we hereby advise you that in our opinion:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company has
the requisite corporate power and authority to own, lease, license and
operate its Property, to conduct the business in which it is currently
engaged, to execute, deliver and perform its obligations under the
Agreement and the other Loan Documents to which it is a party and to borrow
under the Agreement.
2. The Company is duly licensed and qualified to transact business
as a foreign corporation under the laws of, and is in good standing in,
each state of the United States where its ownership, lease, license or
operation of Property or the conduct of its business requires such
qualification, except to the extent that the failure to be so qualified
would not, in the aggregate, materially adversely affect (i) the business,
operations, Property or financial or other condition of the Company and its
Subsidiaries on a consolidated basis, (ii) the ability of the Company to
perform its obligations under the Agreement
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995