AMD 2000 Annual Report Download - page 153

5.1.10 The Agent has received an opinion acceptable to it from a recognised
reputable first class US financial advisory firm confirming that the
Operative Documents to which AMD Inc. is a party are fair to AMD Inc.
from a financial point of view.
5.1.11 The Agent has received the following legal opinions:
(i) legal opinion (including an Exhibit A thereto in a form
satisfactory to the Agent) of Bronson, Bronson & McKinnon LLP,
counsel to AMD Inc., in the form set out in Schedule 57, relating
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to the Senior Secured Note Indenture dated 1 August 1996 and the
Credit Agreement dated 19 July 1996 each as referred to in (S)
15.1.13, dated not more than 21 calendar after the date hereof;
(ii) legal opinion of O'Melveny & Myers LLP, counsel to the AMD
Companies, of even date herewith, in the form set out in Schedule
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58, together with confirmation in accordance with Schedule 58 from
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O'Melveny & Myers LLP that the statements referred to in the legal
opinion continue to be true and accurate as at a date not more
than ten calendar days prior to the date of the initial Drawdown
Notice;
(iii) legal opinion of Norr, Stiefenhofer & Lutz, counsel to the AMD
Companies including an opinion relating to the completeness of the
schedule of required governmental approvals, permits and measures
(Schedule 20) as well as relating to the status of such required
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approvals, permits and measures in accordance with the progress of
the Project, in a form updated from that set out in Schedule 59
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satisfactory to the Banks dated not more than ten calendar days
prior to the date of the initial Drawdown Notice; and
(iv) legal opinion of Doser Amereller Noack / Baker & McKenzie, counsel
to the Agent and the Banks of even date herewith, in the form set
out in Schedule 60, together with confirmation from Doser
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Amereller Noack/Baker & McKenzie that the statements referred to
in the legal opinion continue to be true and accurate as at a date
not more than ten calendar days prior to the date of the initial
Drawdown Notice;
(v) legal opinions of Feddersen Laule Scherzberg & Ohle Hansen
Ewerwahn, counsel to the Agent and the Banks of even date herewith
in the form set out in Schedule 61, together with confirmation
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from Feddersen Laule Scherzberg & Ohle Hansen Ewerwahn that the
statements referred to in the legal opinion continue to be true
and accurate as at a date not more than ten calendar days prior to
the date of the initial Drawdown Notice.
5.1.12 The Agent has received a technical report (Technical Report) from the
Technical Advisor, in form and substance satisfactory to the Agent
together with an updated confirmation from the Technical Advisor that
the Technical Report continues to be true and accurate in all material
respects together with the confirmation in writing from AMD Saxonia in
the form set out in Schedule 19;
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001