AMD 1994 Annual Report Download - page 388

ABN AMRO Bank N.V.
CIBC Inc
Page 5
11. Regulation U of the Board of Governors of the Federal Reserve
System does not apply to the extension of credit under the Agreement.
Our opinion set forth in paragraph 5 above is subject to the qualification
that the enforceability of the Agreement and the other Loan Documents to which
the Company is a party and any instrument or agreement required thereunder to
which the Company is a party may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights and by general equity principles, regardless of whether
considered in a proceeding in equity or at law. We advise that a California
court may not strictly enforce certain covenants in the Loan Documents or allow
acceleration of any outstanding Loans if it concludes that such enforcement or
acceleration would be unreasonable or violate the Banks' implied covenant of
good faith and fair dealing under the then existing circumstances. We have
assumed that the Banks are exempt lenders for the purposes of the usury laws of
the State of California. Our opinion set forth in paragraph 7 above is based
upon our assumption that the property which is and may become subject to the
CIBC Leases is owned, for all purposes, by the Lessor and not by the Lessee or
by the Company.
We are members of the Bar of the State of California, and we do not express
any opinion herein concerning any law other than the law of the State of
California, the federal law of the United States, the Delaware General
Corporation Law and, in the case of paragraph 2 above, the laws of various other
states regarding the qualification of foreign corporations to do business within
those states. In the case of paragraph 3 above, we have relied entirely upon
the opinions of Rodyk & Davidson; Baker & McKenzie; Carlsmith Ball Wichman
Murray Case & Ichiki; Droste Rechtsanwalte; Konaka Toyama & Hosoya; Peter Huang
& Associates; Taylor Joynson Garrett; and Morris, Nichols, Arsht & Tunnell. In
the case of our opinion in paragraph 4 above concerning the qualification of AMD
International Sales & Service, Ltd. in The Netherlands, we have relied entirely
upon the opinion of Nauta Dutilh.
This letter has been furnished to you pursuant to Section 4.1 of the
Agreement for your use in connection with the Agreement, and may be relied upon
by the Agent, Co-Arrangers, Banks, Participants and Assignees. This letter may
not be disclosed in whole or in part to any other person or relied upon for any
other purpose or otherwise quoted or referred to without our prior written
consent, except that you may furnish copies
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995