Supercuts 2002 Annual Report Download - page 137
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EXHIBIT 4.4(a)
FORM OF OPINION COUNSEL
FOR THE COMPANY
The opinion of Bert M. Gross, General Counsel for the Company, shall be to the effect that:
1. Each of the Company and each Subsidiary Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and each has all requisite corporate power and authority to own and operate its properties, to carry on its
business as now conducted, and, in the case of the Company, to enter into and perform the Note Purchase Agreement and to issue and sell the
Notes and, in the case of each Subsidiary Guarantor, to enter into and perform the Subsidiary Guaranty.
2. The Note Purchase Agreement and the Notes have been duly authorized by proper corporate action on the part of the Company, have been
duly executed and delivered by an authorized officer of the Company and constitute the legal, valid and binding agreements of the Company,
enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by
equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.
3. The Subsidiary Guaranty has been duly authorized by proper corporate action on the part of each Subsidiary Guarantor, has been duly
executed and delivered by an authorized officer each such Subsidiary Guarantor and constitutes the legal, valid and binding obligation of each
Subsidiary Guarantor, enforceable in accordance with its terms, except to the extent the enforcement thereof may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general application relating to or affecting the
enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at
law.
4. A Minnesota court, or a federal court sitting in Minnesota, would honor the choice of Illinois law to govern the Note Purchase Agreement,
the Notes and the Subsidiary Guaranty.
5. Based on the representations set forth in the Agreement, the offering, sale and delivery of the Notes and delivery of the Subsidiary Guaranty
do not require the registration of the Notes or the Subsidiary Guaranty under the Securities Act of 1933, as amended, or the qualification of an
indenture under the Trust Indenture Act of 1939, as amended.
6. No authorization, approval or consent of, and no designation, filing, declaration, registration and/or qualification with, any Governmental
Authority is necessary or required in
Exhibit 4.4(a)