Dated: Dear Sirs
[Name of Bank] (the 'Bank') [Name of Producer] (the 'Producer') [Name of Film] (the 'Production')
We act in the capacity of UK production counsel to the Producer in connection with the production and financing by the Producer of the Production.
As such counsel, we have examined or reviewed the following agreements relating to the acquisition by the Producer of all rights and copyright in and to the screenplay in respect of the film currently entitled '[ ]'
1. Option Agreement dated [ ]
2. Option Extension Agreement dated [ ]
3. Option and Purchase Agreement dated [ ]
4. Short Form Option dated [ ]
5. Short Form Assignment of Copyright dated [ ]
6. Certificate of Authorship dated [ ]
7. Assignment Agreement dated [ ]
8. Exercise Letter dated [ ]
10. Second Option Extension dated [ ]
(Collectively the 'Chain of Title Documents')
In connection with this opinion, we have not reviewed documents other than the Chain of Title Documents referred to above.
We have assumed that in respect of all documents referred to herein, all signatures are genuine, all documents submitted as originals are authentic, all documents submitted as certified copies conform to the original document and such documents are authentic. We have further assumed the legal competency of any individual executing such documents.
We have also assumed that the Chain of Title Documents have been executed and delivered by the parties therein in accordance with the laws of the jurisdiction or jurisdictions applicable thereto.
Based upon and relying on the foregoing, and subject to the assumptions, qualifications and limitations expressed herein, we are of the opinion that:
1. By virtue of the Chain of Title Documents, the Producer owns or has acquired all rights which are necessary to exploit the Production in all media throughout the world, and the Producer has the right to assign all rights under the Chain of Title Documents to the [NAME OF BANK IN MOST CASES BUT SOME EXCEPTIONS]
2. No person, firm or corporation has any agreement or option or rights capable of becoming an agreement for the purchase of the rights contemplated in the Chain of Title Documents.
The foregoing opinions are subject to the following qualifications:
1. Copyright in [may wish to state jurisdiction] arises upon the creation of the work by the author or composer and subsists even in the absence of the legal formality of copyright registration. We have conducted no copyright searches in respect of this matter. Under the laws of [Name of country] an assignment may be affected even in the absence of the legal formality of copyright registration. Therefore, even a search of the copyright registers may not reveal all copyrighted works such as are contained in the Production.
2. This opinion is based upon the laws of [England and Wales] and therefore do not express an opinion under the laws of any other jurisdiction other than the laws of the jurisdictions referred to above.
3. We are of the opinion that all moral rights of parties contributing copyright works to the Production have been waived.
4. The validity, enforceability and binding nature of the Chain of Title Documents is subject to (i) any applicable bankruptcy, insolvency, moratorium, organization, personal property or similar laws at the time in effect affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
5. Equitable remedies, such as specific performance and injunctions, are in the discretion of the applicable court of competent jurisdiction before which such remedies are sought. Without limiting the generality of the foregoing, a court may consider the conduct or course of conduct of the parties and require that the parties act with reasonableness.
6. We express no opinion with respect to the availability of any particular remedy and the ability to recover certain costs, damages and expenses, whether by reason of indemnity, contribution or otherwise, is subject to the discretion of the court regardless of whether enforcement is considered in equity or at law. In particular, nothing in this opinion is to be taken as indicating that the remedy of, or any order for, specific performance or the issue of any injunction will be available.
7. There may be material added to the script based on underlying works and contemplating the use of music, other works, translations, locations and personal appearances. Consequently, our opinion is in respect of the [Chain of Title Documents] only. The Producer's ownership of certain rights in the completed Production will be subject to the Producer's full and proper clearance of all underlying works, music, translations, personal appearances and other matters subject to clearance during production and in accordance with a valid errors and omissions policy of insurance and such an insurer's recognized clearance procedures.
8. A number of the agreements entered into by the Producer may contain obligations to extend participation, credit and profit participation to other parties as well as obligations of the Producer which are customary in the film industry. This opinion is given assuming that all such obligations have been fulfilled to date or will be fulfilled by the Producer and are not encumbrances to ownership of the Production.
This opinion is rendered solely for the benefit of [Name of bank, financier or the parties that require an opinion] in connection with [Name of film] and not for the benefit of any other person and may not be used, circulated, quoted from, published or otherwise referred to for any other purpose and may not be relied upon by any other person without our prior written consent in each instance. This opinion is rendered as of the date set forth above and we are under no obligation to revise, supplement or update the opinions contained herein to take into account any changes in facts or changes in law which are brought to our attention after the date hereof.
[Name of Lawyer, Law Firm] 10
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