FairPoint Communications 2002 Annual Report Download - page 324

enter into and perform the Credit Agreement and that the Credit Agreement has
been duly authorized, executed and delivered by each such party.
Based upon the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the Credit Agreement constitutes the valid
and binding obligation of each Credit Party enforceable in accordance with its
terms, except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting
creditors' rights generally and by equity principles (regardless of whether
enforcement is sought in equity or at law).
We have not been requested to render and, with your permission, we
express no opinion as to the applicability to the obligations of the Borrower
under the Credit Agreement of Section 548 of the Bankruptcy Code and Article 10
of the New York Debtor & Creditor Law relating to fraudulent transfers and
obligations. We understand, without independent verification, that, to the
extent they have deemed necessary in the context of the proposed
EXHIBIT D-2
Page 2
transaction, the Lenders have satisfied themselves on the basis of, among other
things, the financial information furnished to the Lenders and their knowledge
of the credit facilities available to the Borrower, that neither the Borrower
nor any of its Subsidiaries is insolvent and that neither the Borrower nor any
of its Subsidiaries will be rendered insolvent by the transactions contemplated
by the Credit Agreement and the other Credit Documents and that, after giving
effect to such transactions, neither the Borrower nor any of its Subsidiaries
will be left with unreasonably small capital with which to engage in its
anticipated business and that neither the Borrower nor any of its Subsidiaries
will have intended to incur, or will have believed it has incurred, debts beyond
its ability to pay as such debts mature.
This opinion is limited to the federal law of the United States of
America and the law of the State of New York.
Very truly yours,
White & Case LLP
EXHIBIT E
FORM OF OFFICER'S CERTIFICATE
I, the undersigned, [President][Vice President] of FairPoint
Communications, Inc. (f/k/a MJD Communications, Inc.), a corporation organized
and existing under the laws of the State of Delaware (the "COMPANY"), do hereby
certify on behalf of the Company that:
1. This Certificate is furnished pursuant to the Credit
Agreement, dated as of March 30, 1998 and amended and restated as of March 6,
2003, among the Company, the lenders from time to time party thereto, Bank of
America, N.A., as Syndication Agent, Wachovia Bank, N.A., as Documentation
Agent, and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company),
as Administrative Agent (such Credit Agreement, as in effect on the date of this
Certificate, being herein called the "CREDIT AGREEMENT"). Unless otherwise
defined herein, capitalized terms used in this Certificate shall have the
meanings set forth in the Credit Agreement.
2. The following named individuals are elected or appointed
officers of the respective Credit Party set forth above such individuals' names
below, each holds the office of such Credit Party set forth opposite his name
and has held such office since _______ ___, ____.(1) The signature written