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1.
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The
Company’s Certificate of Incorporation, as
amended.
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2.
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The
Company’s Bylaws, as amended.
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3.
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Certain
corporate resolutions adopted by the Board of Directors and shareholders
of the Company pertaining to the adoption and approval of the
Plan.
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4.
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The
Plan.
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5.
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The Registration Statement. |
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1.
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The
Shares are validly authorized by the Company’s Certificate of
Incorporation, as amended.
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2.
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Upon
issuance and delivery of the Shares against receipt by the Company
of the
consideration for the Shares pursuant to the terms of the Plan, the
Shares
will be validly issued, fully paid and
nonassessable.
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