Opinion of Counsel. The Administrative Agent shall have received an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Amendment No. 2 Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, from each of # DLA Piper LLP (US), special counsel to the Credit Parties and # Gordon Rees Scully Mansukhani, Kansas counsel to the Credit Parties.

Counsel Opinion. Opinion of Allen & Overy LLP, special counsel to the Issuers or other counsel acceptable to the Trustee, dated the Additional Securities Closing Date, in form and substance satisfactory to the Issuer and the Trustee.

Opinion of Counsel. Receipt by the Administrative Agent of opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date, from McGuireWoods LLP, legal counsel to the Borrowers, Stoel Rives LLP, Utah counsel to Questar Gas , and Burr & Forman LLP, South Carolina counsel to SCE&G.

Opinion of Counsel Borrower shall have provided a favorable opinion of its counsel addressed to the Administrative Agent and each of the present and future Lenders, covering such matters as the Administrative Agent may reasonably require

Opinion of Counsel. Receipt by the Administrative Agent of opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Effective Date, from McGuireWoods LLP, legal counsel to the Borrowers, Stoel Rives LLP, Utah counsel to Questar Gas , and Burr & Forman LLP, South Carolina counsel to SCE&G.

Opinion of Counsel. At the Initial Closing, each of the Initial Investors shall have received an opinion of Palmer & Dodge LLP, counsel for the Corporation, addressed to the Initial Investors in the form attached hereto as [Exhibit 6.1](e).

An opinion of counsel of Borrower in substantially the form attached hereto as [Exhibit C] and otherwise satisfactory to Lender. THIS OPINION OF COUNSEL WAS PREVIOUSLY PROVIDED WITH THE ORIGINAL LOAN AGREEMENT.

Opinion of Counsel. In connection with any Transfer of a Limited Partner Interest, the General Partner shall have the right to receive an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Interests Transferred. If, in the opinion of such counsel, such Transfer would require the filing of a registration statement under the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Units, the General Partner may prohibit any Transfer otherwise permitted under this Section 11.3 by a Limited Partner of Partnership Interests.

Opinion of Counsel. An opinion letter, or letters, from an attorney acceptable to Lender, which shall opine, among other things requested by Lender, that: # each Obligor is duly organized, validly existing and in good standing under the laws of the state of such Obligor’s charter and any other state or jurisdiction where such Obligor regularly does business; # each Obligor has the full power and authority to undertake the activities contemplated by the Loan Documents; # all Loan Documents have been duly authorized, executed and delivered by each Obligor; # the Collateral Documents create a lien on or security interest in the Collateral except when otherwise specified in such opinion letter; # the Loan Documents and their terms do not violate any laws including, without limitation, any usury laws or similar laws of the jurisdictions where any Obligor or any Collateral is located; # each Loan Document constitutes the valid and legally binding obligation of Borrower and its enforceable in accordance with its terms under the laws of the State of California; and # such other matters are Lender and its legal counsel may request.

Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel.