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parsed_sections/legal_matters/2000/BRKRP_bruker_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Bruker Daltonics by Hutchins, Wheeler & Dittmar, A Professional Corporation, Boston, Massachusetts. Richard M. Stein, a stockholder of Hutchins, Wheeler & Dittmar, holds options to purchase 3,000 shares of the common stock of Bruker Daltonics and will purchase up to $25,000 worth of shares of common stock in this offering. Mr. Stein is also a Director and the Secretary of Bruker Daltonics. Certain legal matters in connection with the offering will be passed upon for the underwriters by Ropes & Gray, Boston, Massachusetts.

parsed_sections/legal_matters/2000/CIK0000034616_farmland_legal_matters.txt

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+LEGAL MATTERS Robert B. Terry, Vice President and General Counsel of Farmland, has given an opinion upon the legality of the Offered Debt Securities.

parsed_sections/legal_matters/2000/CIK0000095047_deer_legal_matters.txt

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+LEGAL MATTERS The validity of the shares offered hereby will be passed upon for us by Foley, Hoag & Eliot LLP, Boston, Massachusetts. Legal matters will be passed upon for the underwriters by Nutter, McClennen & Fish, LLP, Boston Massachusetts.

parsed_sections/legal_matters/2000/CIK0000311046_opticare_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock being offered by us will be passed upon for us by Kane Kessler, P.C., in connection with this offering.

parsed_sections/legal_matters/2000/CIK0000712511_proxim_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon for us by Mirick, O'Connell, DeMallie & Lougee, LLP, Worcester, Massachusetts. Partners and associates in the firm own an aggregate of 18,250 shares of common stock and have options to purchase an additional 8,625 shares of common stock. The execution and delivery of the underwriting agreement for this offering will be passed upon for the underwriters by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

parsed_sections/legal_matters/2000/CIK0000736260_hancock_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of our common stock offered hereby will be passed upon for John Hancock Financial Services, Inc. by Debevoise & Plimpton, New York, New York. The underwriters have been represented by Cravath, Swaine & Moore, New York, New York.

parsed_sections/legal_matters/2000/CIK0000750199_epl-oil_legal_matters.txt

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+LEGAL MATTERS The validity of our common shares offered in this offering will be passed upon for us by Cahill Gordon & Reindel, New York, New York. Baker Botts L.L.P. will act as counsel for the underwriters. Baker Botts L.L.P. acted as counsel to Evercore Capital Partners L.P. in connection with its investment of $60.0 million in the company in November 1999.

parsed_sections/legal_matters/2000/CIK0000793971_sound_legal_matters.txt

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+LEGAL MATTERS Greenberg Traurig, P.A., Miami, Florida, will deliver an opinion to the effect that the shares of common stock being offered in this offering are validly issued, fully paid and non-assessable. Some legal matters related to this offering will be passed upon for the underwriters by Morgan, Lewis & Bockius LLP, Miami, Florida.

parsed_sections/legal_matters/2000/CIK0000797662_american_legal_matters.txt

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+LEGAL MATTERS The firm of John B. Lowy, P.C., 645 Fifth Ave., Suite 403, New York, New York 10022, Special Securities Counsel to the Company, has rendered an opinion regarding the validity of the securities offered hereby. The attorneys employed by John B. Lowy, P.C. beneficially own xx Shares of Common Stock of the Company.

parsed_sections/legal_matters/2000/CIK0000840254_greystone_legal_matters.txt

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+LEGAL MATTERS The validity of the securities stock offered hereby is being passed upon for us by Resch Polster Alpert & Berger LLP, Los Angeles, California. In December 1999 members of the firm were issued warrants to purchase 200,000 shares of common stock at an exercise price of $7.80 per share.

parsed_sections/legal_matters/2000/CIK0000851697_autolend_legal_matters.txt

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+LEGAL MATTERS The law firm of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P., Albuquerque, New Mexico, will pass upon the validity of the issuance of the common stock offered hereby.

parsed_sections/legal_matters/2000/CIK0000859074_isky-inc_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for iSKY by Piper Marbury Rudnick & Wolfe LLP, Washington, D.C. Certain legal matters relating to this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, Washington, D.C.

parsed_sections/legal_matters/2000/CIK0000865753_burst-com_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock being offered will be passed for the selling stockholders by Bay Venture Counsel LLP, Oakland, California. Bay Venture Counsel, LLP and certain of its attorneys are offering by this prospectus an aggregate of 40,000 shares of our common stock and 48,438 shares issuable on exercise of warrants. See "Selling Stockholders."

parsed_sections/legal_matters/2000/CIK0000874689_integrated_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Pepper Hamilton LLP, Philadelphia, Pennsylvania, and certain other matters will be passed upon for us by Kirkland & Ellis (a partnership that includes professional corporations), New York, New York. Some partners of Kirkland & Ellis are partners in Randolph Street Partners, which owns 272,626 shares of common stock. Some legal matters in connection with this offering will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Kirkland & Ellis and Skadden, Arps, Slate, Meagher & Flom LLP have, from time to time, represented, and may continue to represent, some of the underwriters in connection with various legal matters and Bain Capital and some of their affiliates (including our company) in connection with legal matters.

parsed_sections/legal_matters/2000/CIK0000876188_cardiac_legal_matters.txt

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+LEGAL MATTERS The validity of the securities offered hereby will be passed upon for us by Breslow & Walker, LLP, New York, New York. BWM Investments, an affiliate of Breslow & Walker, LLP, owns 2,188 shares of common stock and warrants to purchase 262,500 of common stock. The re-sale of the shares underlying the warrants is covered by this prospectus. Howard Breslow, a member of Breslow & Walker, LLP, owns 875 shares of common stock.

parsed_sections/legal_matters/2000/CIK0000904977_transtexas_legal_matters.txt

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+LEGAL MATTERS The validity of the securities offered hereby has been passed upon for us by Gardere & Wynne, L.L.P., 3000 Thanksgiving Tower, Dallas, Texas 75201.

parsed_sections/legal_matters/2000/CIK0000907562_dyax-corp_legal_matters.txt

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+LEGAL MATTERS Palmer & Dodge LLP, Boston, Massachusetts, will pass upon the validity of the common stock offered by this prospectus for us. Nathaniel S. Gardiner, Esq., a partner of Palmer & Dodge LLP, is our corporate secretary. Debevoise & Plimpton, New York, New York, will pass upon certain legal matters in connection with this offering for the underwriters.

parsed_sections/legal_matters/2000/CIK0000909353_lsc-inc_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Oppenheimer Wolff & Donnelly LLP, Minneapolis, Minnesota. Thomas A. Letscher and the spouse of Richard G. Lareau beneficially own 2,000 and 16,086 shares, respectively, of our common stock. Messrs. Letscher and Lareau are partners in Oppenheimer Wolff & Donnelly LLP. Certain legal matters relating to this offering will be passed upon for the underwriters by Messerli & Kramer P.A., Minneapolis, Minnesota.

parsed_sections/legal_matters/2000/CIK0000911369_centaur_legal_matters.txt

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+LEGAL MATTERS Fenwick & West LLP, Palo Alto, California will pass upon the validity of the issuance of the shares of common stock offered by this prospectus. Shearman & Sterling, Frankfurt, Germany will pass upon specified legal matters in connection with this offering for the manager. An investment partnership comprised of certain partners of Fenwick & West LLP owns 50,000 shares of common stock.

parsed_sections/legal_matters/2000/CIK0000930095_eden_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed on for EDEN by Perkins Coie LLP, Seattle, Washington. Certain legal matters will be passed on for the underwriters by Brown & Wood LLP, New York, New York.

parsed_sections/legal_matters/2000/CIK0000930553_ista_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California, is acting as counsel for the underwriters in connection with various legal matters relating to this offering. As of June 30, 2000, investment partnerships and a member of Wilson Sonsini Goodrich & Rosati beneficially owned an aggregate of 30,895 shares of our Series A preferred stock.

parsed_sections/legal_matters/2000/CIK0000930764_industrial_legal_matters.txt

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+LEGAL MATTERS Taylor and Associates, Inc., Attorneys and Counselors at Law, Salt Lake City, Utah, counsel to the Company, will render an opinion that the Common Stock being offered hereby, has been fully paid and nonassessable under the corporate laws of the state of Utah.

parsed_sections/legal_matters/2000/CIK0000933955_amedia_legal_matters.txt

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+LEGAL MATTERS The legality of the securities offered by this prospectus will be passed upon for us by Wolf, Block, Schorr and Solis-Cohen LLP, New York, New York.

parsed_sections/legal_matters/2000/CIK0000947397_evergreen_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock to be issued in this offering will be passed upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Goodwin, Procter & Hoar LLP, Boston, Massachusetts, represented the underwriters in this offering.

parsed_sections/legal_matters/2000/CIK0000948599_hob_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for HOB Entertainment, Inc. by Latham & Watkins, Los Angeles, California. Certain legal matters relating to the offering of common stock will be passed upon for the underwriters by Simpson Thacher & Bartlett, New York, New York.

parsed_sections/legal_matters/2000/CIK0001001193_transmeta_legal_matters.txt

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+LEGAL MATTERS Fenwick & West LLP, Palo Alto, California, will pass upon the validity of the common stock that we are selling in this offering. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, will pass upon legal matters for the underwriters. An investment partnership affiliated with Fenwick & West LLP holds a total of 101,764 shares of our common stock.

parsed_sections/legal_matters/2000/CIK0001004874_net_legal_matters.txt

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+LEGAL MATTERS The validity of the shares offered in this prospectus will be passed upon for us by Foley, Hoag & Eliot LLP, Boston, Massachusetts. Legal matters will be passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP.

parsed_sections/legal_matters/2000/CIK0001005002_connected_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered under this prospectus will be passed upon for us by Brown, Rudnick, Freed & Gesmer, Boston, Massachusetts. Certain legal matters with respect to our patents and proprietary rights described in this prospectus will be passed upon by Weingarten, Schurgin, Gagnebin & Hayes LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Palmer & Dodge LLP, Boston, Massachusetts.

parsed_sections/legal_matters/2000/CIK0001006614_onyx_legal_matters.txt

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+LEGAL MATTERS Certain legal matters in connection with the notes will be passed upon for us by Andrews & Kurth L.L.P., Dallas, Texas, and for the underwriters by Leonard, Street and Deinard Professional Association.

parsed_sections/legal_matters/2000/CIK0001010116_applied_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Brobeck, Phleger & Harrison LLP, Austin, Texas and for the underwriters by Davis Polk & Wardwell, New York, New York. Mr. Gordian, a partner at Brobeck, Phleger & Harrison LLP, was recently appointed as one of our directors and in connection with such appointment, was granted an option to purchase 19,635 shares of our common stock.

parsed_sections/legal_matters/2000/CIK0001010775_mirant_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed on for us by Troutman Sanders LLP, Atlanta, Georgia and for the underwriters by Shearman & Sterling, New York, New York.

parsed_sections/legal_matters/2000/CIK0001013705_security_legal_matters.txt

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+LEGAL MATTERS Arendt & Medernach will pass on various legal matters relating to the validity of the securities being registered. In addition, the description of income tax consequences contained in this prospectus under "Taxation" is based on, to the extent that it constitutes matters of law or legal conclusions, the opinion of either Mayer, Brown & Platt, PricewaterhouseCoopers SARL (Luxembourg) or PricewaterhouseCoopers (United Kingdom), as applicable, each special tax counsel to us. Arendt & Medernach, Mayer, Brown & Platt, PricewaterhouseCoopers SARL (Luxembourg) and PricewaterhouseCoopers (United Kingdom) have in the past represented SC-U.S. Realty, some of the selling holders or their respective affiliates.

parsed_sections/legal_matters/2000/CIK0001014222_synchronic_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Goodwin, Procter & Hoar LLP.

parsed_sections/legal_matters/2000/CIK0001018035_juno_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Juno by Brobeck, Phleger & Harrison LLP, New York, New York. Certain partners of Brobeck, Phleger & Harrison LLP own an aggregate of 2,300 shares of our common stock. Legal matters in connection with the offering will be passed upon for the underwriters by Cravath, Swaine & Moore, New York, New York.

parsed_sections/legal_matters/2000/CIK0001022225_oplink_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon for us by Cooley Godward LLP, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Latham & Watkins, Los Angeles, California. Cooley Godward LLP holds an option to purchase 150,000 shares of our common stock.

parsed_sections/legal_matters/2000/CIK0001022509_tumbleweed_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock being offered will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California. Two attorneys at Skadden, Arps beneficially own a total of approximately 40,244 shares of the common stock, of which approximately 39,146 shares are owned by Gregory C. Smith, brother of Jeffrey C. Smith, the President, Chief Executive Officer and Chairman of the Board of Directors of Tumbleweed. Selected legal matters in connection with this offering will be passed on for the underwriters by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Menlo Park, California.

parsed_sections/legal_matters/2000/CIK0001022781_mindleader_legal_matters.txt

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+LEGAL MATTERS The validity of the common shares offered hereby will be passed upon for MindLeaders.com by Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio. Certain legal matters in connection with this offering will be passed upon for the underwriters by Weil, Gotshal & Manges LLP, New York, New York.

parsed_sections/legal_matters/2000/CIK0001024572_pwg_legal_matters.txt

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+-------------------------------------------------------------------------------- ERISA Matters A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), should consider the fiduciary standards of ERISA in the context of the plan's particular circumstances before authorizing an investment in debt securities. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the plan. Section 406 of ERISA and Section 4975 of the Code prohibit an employee benefit plan, as well as individual retirement accounts and Keogh plans subject to Section 4975 of the Code, from engaging in certain transactions involving "plan assets" with persons who are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to the plan. A violation of these "prohibited transaction" rules may result in excise tax or other liabilities under ERISA and Section 4975 of the Code for such persons, unless exemptive relief is available under an applicable statutory or administrative exemption. Therefore, a fiduciary of an employee benefit plan should also consider whether an investment in debt securities might constitute or give rise to a prohibited transaction under ERISA and the Internal Revenue Code. Employee benefit plans which are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), and foreign plans (as described in Section 4(b)(4) of ERISA) generally are not subject to the requirements of ERISA or Section 4975 of the Code. UBS AG, UBS Americas, Paine Webber Group Inc., PaineWebber International and other affiliates of UBS Americas may each be considered a party in interest or disqualified person with respect to many employee benefit plans. This could be the case, for example, if one of these companies is a service provider to a plan. Special caution should be exercised, therefore, before debt securities are purchased by an employee benefit plan. In particular, the fiduciary of the plan should consider whether exemptive relief is available under an applicable administrative exemption. The Department of Labor has issued five prohibited transaction class exemptions that could apply to exempt the purchase, sale and holding of debt securities from the prohibited transaction provisions of ERISA and the Code. Those class exemptions are Prohibited Transaction Exemption 96-23 (for transactions determined by in-house asset managers), Prohibited Transaction Exemption 95-60 (for certain transactions involving insurance company general accounts), Prohibited Transaction Exemption 91-38 (for certain transactions involving bank investment funds), Prohibited Transaction Exemption 90-1 (for certain transactions involving insurance company separate accounts), and Prohibited Transaction Exemption 84-14 (for certain transactions determined by independent qualified asset managers). Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing debt securities on behalf of or with "plan assets" of any employee benefit plan consult with their counsel regarding the consequences under ERISA and the Code of the acquisition of debt securities and the availability of exemptive relief under Prohibited Transaction Exemption 96-23, 95-60, 91-38, 90-1 or 84-14. --------------------------------------------------------------------------------

parsed_sections/legal_matters/2000/CIK0001025456_golden_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock and the notes offered hereby will be passed upon for Golden Books and Golden Books Publishing by Proskauer Rose LLP, New York, New York.

parsed_sections/legal_matters/2000/CIK0001027915_health_legal_matters.txt

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+LEGAL MATTERS The legality of the common stock offered by this prospectus has been passed upon for us by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain health care regulatory matters will be passed upon for us by Baker, Donelson, Bearman & Caldwell PC, Jackson, Mississippi.

parsed_sections/legal_matters/2000/CIK0001028065_orapharma_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for OraPharma by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, New York, New York. The statements in this prospectus under the sections "Risk Factors--If we or the parties from which we license our technology fail to secure or enforce the patents and other intellectual property rights underlying MPTS, our core technology or our other product candidates, we may be unable to compete effectively"; "Risk Factors--We may face significant expense and liability if our technologies, product candidates, methods or processes are found to infringe on the intellectual property rights of others, or if we allege others infringe our intellectual property rights"; and "Business--Technology, Licenses and Patents" have been reviewed and approved by Arnall, Golden & Gregory, LLP, Atlanta, Georgia, our patent counsel.

parsed_sections/legal_matters/2000/CIK0001029129_quality_legal_matters.txt

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+LEGAL MATTERS Bryan Cave LLP, Phoenix, Arizona, will pass upon the validity of the issuance of our common stock and certain other legal matters related to this offering. Cravath, Swaine Moore, New York, New York, will pass upon certain legal matters in connection with this offering for the underwriters.

parsed_sections/legal_matters/2000/CIK0001029201_signal_legal_matters.txt

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+LEGAL MATTERS Cooley Godward LLP, San Diego, California, will pass upon the validity of the common stock offered by this prospectus for us. Brobeck, Phleger & Harrison LLP, San Diego, California, will pass upon legal matters for the underwriters.

parsed_sections/legal_matters/2000/CIK0001040853_pharsight_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Cooley Godward LLP, Palo Alto, California and for the underwriters by Sullivan & Cromwell, Los Angeles, California. As of the date of this prospectus, GC&H Investments, an investment partnership composed of current and former partners and associates of Cooley Godward LLP, owns 21,174 shares of our common stock.

parsed_sections/legal_matters/2000/CIK0001042282_silverstre_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock we are offering will be passed upon for us by Hale and Dorr LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.

parsed_sections/legal_matters/2000/CIK0001043561_improvenet_legal_matters.txt

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+LEGAL MATTERS Cooley Godward LLP, Palo Alto, California will pass upon the validity of the shares of common stock offered by this prospectus. As of the date of this prospectus, members and associates of Cooley Godward LLP beneficially own an aggregate of 21,600 shares of common stock through an investment partnership. Fenwick & West LLP, Palo Alto, California will pass upon the validity of the shares of common stock offered by this prospectus for the underwriters.

parsed_sections/legal_matters/2000/CIK0001043604_juniper_legal_matters.txt

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+LEGAL MATTERS The validity of the convertible notes, and the underlying common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Brobeck Phleger & Harrison LLP, San Francisco, California. As of September 29, 1999, WS Investment Company 96A and WS Investment Co. 96B, each an investment partnership composed of certain current and former members of and persons associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation, in addition to certain current individual members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, beneficially own an aggregate of 159,374 shares of our common stock. Since that time the shares held by those partnerships have been distributed to the individual partners and some of the shares have been sold in open market transactions.

parsed_sections/legal_matters/2000/CIK0001046501_buca-inc_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of common stock offered by this prospectus and other legal matters will be passed upon for us by Faegre & Benson LLP, Minneapolis, Minnesota. The validity of the shares of common stock offered by this prospectus will be passed upon for the underwriters by Dorsey & Whitney LLP, Minneapolis, Minnesota.

parsed_sections/legal_matters/2000/CIK0001047499_nexprise_legal_matters.txt

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+LEGAL MATTERS The validity of the common stock offered hereby will be passed upon for us by Davis Polk & Wardwell, Menlo Park, California. The underwriters are represented by Fenwick & West LLP, Palo Alto, California.

parsed_sections/legal_matters/2000/CIK0001047643_worldpages_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of WorldPages common stock offered hereby has been passed upon for WorldPages by Blackwell Sanders Peper Martin LLP, counsel to WorldPages.