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S-3ASR
SUNEDISON, INC. filed this Form S-3ASR on 09/09/2013
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SunEdison, Inc.

September 9, 2013

Page 6

 

 

8. When, as and if (a) any Units have been duly authorized and duly established in accordance with applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Units, and (c) the Units have been duly executed, attested, issued and delivered by duly authorized officers, such Units will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

9. When, as and if (a) any Subscription Rights have been duly authorized and duly established in accordance with the applicable Subscription Rights Agreement and applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Subscription Rights (and any required amendment or supplement to the applicable Subscription Rights Agreement), and (c) the Subscription Rights Agreements have been duly executed, attested, issued and delivered by duly authorized officers against payment therefore, if applicable, in accordance with such authorization, the applicable Subscription Rights Agreement, the applicable Purchase Agreement and applicable law and authenticated by the Rights Agent, such Subscription Rights will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) California laws and regulations governing restrictions on distributions (e.g. Cal. Corp. Code §500 et. seq., California Civil Code).

Furthermore, with respect to the California Guarantor, we note that (A) a substantial body of case law treats guarantors as “debtors” under the Uniform Commercial Code as in effect as of the date hereof in the State of California (“California UCC”), thereby according guarantors the rights and remedies of debtors established by the California UCC, and (B) the enforceability of each of the Guarantees under the Indentures may be subject to California statutory provisions and case law to the effect that a surety or guarantor may be exonerated or discharged, in whole or in part, if the principal or the beneficiary of the guaranty alters the original obligation of the principal, fails to inform the surety or guarantor of material information pertinent to the principal