Stock Purchase Agreement股票购买合同-BBB Corporation ( Investor ) _________(address) Gentlemen:As General Counsel of AAA, Inc., a _________(state) corporation (the Company ), we represented the Company in connection with the issuance of _________ shares (the Shares ) of the Company’s Common Stock, $ _________ par value per share, pursuant to that certain Stock Purchase Agreement, dated as of _________,_________,_________(M/D/Y), including the exhibits thereto (the Agreement ), between the Company and the Investor. This opinion is being delivered to you pursuant to Section 5.6 of the Agreement. Capitalized terms used herein are as defined in the Agreement unless otherwise specifically provided herein.In rendering the opinions set forth below I have examined such documents and have reviewed such questions of law as I have considered necessary or appropriate for the purpose of this opinion.In rendering the opinions set forth below, I have, with your consent, assumed without investigation, that:1. All documents submitted to me as originals are complete and authentic; all copies of documents submitted to me conform in allrespects to the originals thereof, including all modifications or amendments thereto; all signatures to documents are genuine; all originals or copies submitted to me have not been amended, modified or terminated since the date they were submitted to me by written or oral agreement of the parties thereto, by the conduct of the parties thereto or otherwise; facsimile signatures have the same legal effect as original signatures; and all representations and certificates as to factual matters dated prior to or on the date hereof upon which I have relied are and remain accurate, adequate and complete on and as of the date hereof; and each natural person signing a document is a competent adult person of sound mind not operating under any legal disability, duress or fraud.2. The Agreement accurately reflects all of the terms, provisions and conditions of the transactions contemplated thereby and the intent of the parties with respect thereto, and that there is no usage of trade or course of conduct among the parties thereto which would modify the terms of the Agreement or the respective rights or obligation of the parties thereunder.3. All of the factual representations made by Company and the Investor in the Agreement are true and correct. As to questions of fact material to this opinion, we have relied upon and assumed the accuracy of, without any independent investigation on our part,certain representations made by the Company and such other facts as are actually known to us.4. The Agreement will be enforced and performed in good faith and in a commercially reasonable manner.5. The conduct of all parties to the Agreement conforms, and in the future will conform, with all notice requirements in statutes, law rules, regulations and ordinances, unless such notice requirements have been validly and legally waived.6. The Agreement has been duly authorized, executed and delivered by the Investor and Investor has the power and authority (corporate or otherwise) to execute and deliver the Agreement.Based upon and subject to the foregoing, we are of the opinion that:1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of _________(state), with the corporate power to own its properties and conduct its business as now conducted. The Company has thecorporate power to execute, deliver and perform the Agreement, including without limitation, the issuance and sale of the Shares. The Agreement has been duly authorized by all requisite corporate action, executed and delivered by the Company. The Agreement constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, subject to the following limitations, qualifications and exceptions: (a) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or affecting the rights of creditors, including, without limitation, Section 548 of the federal Bankruptcy Code and Section 547 of the federal Bankruptcy Code and comparable provisions of state law; and (b) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and the exercise of judicial discretion in appropriate cases.2. The Shares, when issued in compliance with the provisions of the Agreement, will be duly authorized and validly issued and fully paid and non-assessable.3. Based on the representations of the Investor in the Agreement, the offer and sale of the Shares pursuant to the terms of theAgreement are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended.4. The execution, delivery and performance of the Agreement and the issuance and sale of the Shares in accordance with the Agreement will not violate or conflict with, or result in a breach of or default under, the Certificate of Incorporation, as amended or By-laws, as amended of the Company.5. To our knowledge there is no action, suit, proceeding or investigation pending against the Company before any court or governmental agency (I) that questions the validity of the Agreement or the right of the Company to enter into the Agreement or (ii) that, if determined adversely, would be likely to result in a Material Adverse Effect on the financial condition or business of the Company.This opinion is limited to the general corporate laws of the State of _________(state) (excluding municipal, county and local ordinances and regulations) without reference to conflict of law principles, and the federal laws of the United States of America, and to present judicial interpretations thereof, and to facts as they presently exist, and we express no opinion with respect to any other law or the lawof any other jurisdiction. In rendering this opinion, we have no obligation to revise or supplement it should the current laws of the State of _________(state), or the federal laws of the United States of America be changed by legislative action, judicial decision or otherwise.Further, the opinions contained in this letter are given as of the date of this letter and are rendered exclusively for your benefit solely in connection with the consummation of the transactions contemplated by the Agreement and may not be relied upon to state directly or indirectly any general proposition or for any other purpose. We hereby disclaim any obligation to notify any person or entity after the date hereof if any change in fact or law should change our opinions with respect to any matter set forth in this letter.This opinion may be relied upon by you only in connection with the transactions contemplated by the Agreement. No other use or distribution of this opinion may be made, and no other person or party may rely on this opinion, without our express prior written consent in each instance.。