Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as [Exhibit 8](l) for which no waiver is applicable, the Company shall cause to be furnished to Cowen a written opinion of Cleary, Gottlieb, Steen & Hamilton LLP (“Company Counsel”), or other counsel satisfactory to Cowen, in form and substance satisfactory to [[Organization A:Organization]] its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as [Exhibit 8](m)(i) and [Exhibit 8](m)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Cowen with a letter (a “Reliance Letter”) to the effect that Cowen may rely on a prior opinion delivered under this Section 8(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Advice. Employee was, and hereby is, advised to consult a lawyer before signing this Agreement.

Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

Legal Opinion. The Agent shall have received an opinion or opinions of counsel for Borrower, dated the Amendment Effective Date and addressed to the Agent and the [[Organization A:Organization]].

Legal Fees. Each party shall pay its own legal fees and other expenses associated with any dispute under this Agreement or any Exhibit hereto.

Legal Construction. In case any one or more of the provisions contained in this Agreementshallforanyreasonbeheldtobeinvalid,illegalorunenforceableinanyrespect,such invalidity, illegality, or unenforceability shall not affect any other provisions thereof, and this Agreementshallbeconstruedasifsuchinvalid,illegal,orunenforceableprovisionhadneverbeen containedherein.

Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment and the other Loan Documents shall be in form and substance satisfactory to the Administrative Agent and counsel for the Administrative Agent, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably request.

Legal Proceedings. There are no pending, or, to the Knowledge of Crestwood, threatened, Actions against or affecting Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entities, or any of their properties, assets, operations or business except, in each case, as would not # be material to the Contributed Entities, taken as a whole, or # have a material adverse effect on the ability of Crestwood and its Affiliates, including Newco, Newco Service Company and the Contributed Entities, to consummate the transactions contemplated hereby or the ability of Crestwood to perform its material obligations hereunder. Except as would not be material to the Contributed Entities, taken as a whole, none of Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entities, is a party or subject to or in default under any judgment, order, injunction or decree of any Governmental Entity or arbitration tribunal applicable to it or any of its properties, assets, operations or business. Except as would not be material to the Contributed Entities, taken as a whole, there is no pending or to the Knowledge of Crestwood threatened investigation of or affecting Newco, Newco Service Company or any of the Contributed Entities or any of their properties, assets, operations or business by any Governmental Entity. There are no pending or threatened Actions by any Contributed Entity against any third party.

Legal Fees. Any award of legal fees in connection with an action involving the SERP shall be calculated pursuant to a method that results in the lowest amount of fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for work related to:

You acknowledge that you have been encouraged to obtain independent legal advice regarding the execution of this Letter Agreement, and that you have either obtained such advice or voluntarily chosen not to do so, and hereby waive any objections or claims you may make resulting from any failure on your part to obtain such advice.