Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 222)

EXHIBIT E-2

FORM OF OPINION OF COUNSEL FOR BDLF AND BDL

[LETTERHEAD OF ALLEN & OVERY LUXEMBOURG]

To each of the Lenders party from time to time to the Five Year Credit Agreement referred to below, the Administrative Agent and the

Syndication Agent

Black & Decker Luxembourg Finance S.C.A. – Five-Year Credit Agreement

Dear Sirs,

We have acted as special legal advisers in the Grand-Duchy of Luxembourg (Luxembourg) to Black & Decker Luxembourg Finance

S.C.A. (the Company), a corporate partnership limited by shares (société en commandite par actions) organized under the laws of

Luxembourg, with registered office at 46A avenue J.-F. Kennedy in L – 1855 Luxembourg and registered with the Luxembourg Trade

and Companies Register under number B113.377.

This legal opinion is issued pursuant to section 3.02 of a USD 1,000,000,000 Five-Year Credit Agreement dated as of 7 December

2007 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement) among inter alia (i) The Black &

Decker Corporation, Black & Decker Luxembourg S.à r.l. (B&D Luxembourg) and the Company as borrowers, (ii) Citibank N.A., as

administrative agent (hereafter referred to as Citibank or the Administrative Agent ), (iii) JPMorgan Chase Bank, N.A. as

Syndication Agent (JP Morgan and together with the Administrative Agent , the Agents), (iv) the initial lenders named in the Credit

Agreement (the Lenders) and (v) Bank of America, N.A., B.N.P. Paribas and Commerzbank AG as documentation agents (the

Documentation Agents).

This legal opinion is also furnished to you in connection with the execution and the delivery by the Company of the Credit Agreement

and of the Notes issued pursuant to section 3.02 of the Credit Agreement (the Notes).

We give this opinion on the basis of and subject to the assumptions and qualifications set out below.

I. BASIS OF OPINION

We have examined, to the exclusion of any other document, copies of the documents listed below. The documents mentioned in

paragraphs (a) and (b) below are hereinafter referred to as the Opinion Documents:

(a) a PDF copy received by e-mail of the executed the Credit Agreement;

(b) a PDF copy received by e-mail of the Notes executed by the Company dated 7 December 2007;

(d) a copy of the written resolutions of the board of B&D Luxembourg acting in its capacity as general partner of the Company

(the General Partner) dated 6 December 2007 approving, among others, the execution of and the performance of the

Company under the Credit Agreement and the Notes (the Resolutions);

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 222