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SUNEDISON, INC. filed this Form 8-K on 09/18/2013
Entire Document


Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

As Representatives of the

    Several Underwriters

September 18, 2013

Page 4


  Company By-Laws, (ii) result in any breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, any Specified Contracts it being expressly understood that in each case we express no opinion as to compliance with any financial covenant or test or cross-default provision in any Specified Contract, (iii) violate or conflict with any judgment, decree or order identified to us by the Company (we note that none were identified) of any court or any judicial, regulatory or other legal or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, and (iv) violate any Specified Law, except in each of the cases of clauses (i) and (ii), for any such conflict, breach, violation or default which has been waived by the party or parties with power to waive such conflict, breach, violation or default. (The advice in this paragraph is referred to herein as the “No Conflicts Opinion”).


7. No consent, approval, authorization, or order of, or qualification with, any governmental body or agency under any Specified Law (as defined herein) is required to be obtained by the Company with respect to the issuance and sale of the Securities and the performance by the Company of its obligations under the Underwriting Agreement, except (A) as have already been obtained or made and are in full force and effect and (B) as required under applicable federal or state securities laws, or the rules and regulations of the Financial Industry Regulatory Authority, Inc. as to which we express no opinion. (The advice in this paragraph is referred to herein as the “No Consent Opinion”).


8. The Time of Sale Information, as of 7 p.m. New York City time on September 12, 2013, the Registration Statement, as of its effective date, and the Prospectus, as of its date (except, in each case, (i) for the financial statements, any financial or accounting data, and any supporting schedules (or notes to any such statements, data or schedules) included or incorporated or deemed incorporated by reference therein, or excluded therefrom and (ii) any statements made in the exhibits thereto, as to which, in each case, we express no view), appeared on their face to be appropriately responsive in all material respects to the requirements as to form of the Securities Act and the applicable rules and regulations thereunder, and, except to the extent expressly stated in paragraph 9 immediately below, we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Time of Sale Information, the Registration Statement or the Prospectus.


9. The statements under the captions “Description of Capital Stock” and “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders” in the Time of Sale Information and the Prospectus, insofar as such statements constitute a summary of the legal matters or documents referred to therein, are accurate in all material respects.