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The Borrower hereby represents and warrants that the conditions specified in Section 4.01 shall be satisfied on and as of the date of the requested Credit Extension.

 

SYNUTRA INTERNATIONAL, INC.
By:
	Name:
	Title:

 

 

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EXHIBIT C

 

FORM OF U.S. COUNSEL OPINION

 

October 18, 2007

ABN AMRO Bank N.V.

One Raffles Quay

Level 26, South Tower

Singapore 048583

Singapore

and

Each of the Lenders Party to the Loan Agreement (as defined below)

Re:           Synutra International Inc. - Loan Agreement

Ladies and Gentlemen:

We have acted as special New York counsel for Synutra International Inc., a Delaware corporation (the “Borrower”) in connection with the Loan Agreement dated as of October 11, 2007 (the “Loan Agreement”) among the Borrower, ABN AMRO Bank N.V., as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), ABN AMRO Bank N.V., as the Arranger and the Lenders party thereto.  We are providing this opinion to you at the request of the Borrower pursuant to Section 4.01(a)(v) of the Loan Agreement.  Except as otherwise indicated, capitalized terms used in this opinion and defined in the Loan Agreement will have the meanings given in the Loan Agreement or, if not defined in the Loan Agreement, the meanings assigned to them in the Collateral Agreement dated as of October 11, 2007 (the “Collateral Agreement”) among the Borrower, Synutra, Inc., as the Pledged Stock Issuer, the Collateral Agent and the Administrative Agent.

 

In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate, including the following (the documents listed in clauses (a) through (c) below collectively being referred to herein as the “Loan Documents”):

 

(a)

the Loan Agreement;

 

(b)

the Collateral Agreement; and

 

(c)

the Fee Letter dated as of October 11, 2007 (the “Fee Letter”) among the Borrower, the Administrative Agent and the Arranger.

 

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As to relevant factual matters, we have relied upon, among other things, the Borrower’s factual representations in the certificate by Borrower, as applicable (each, an “Opinion Certificate”) and in the Loan Documents.  In addition, we have obtained and relied upon those certificates of public officials we considered appropriate.

 

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies.  To the extent the Borrower’s or the Pledged Stock Issuer’s respective obligations depend on the enforceability of the Loan Documents against other parties to the Loan Documents, we have assumed that the Loan Documents are enforceable against such other parties.

 

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

 

(1)

The Borrower is a corporation validly existing in good standing under the laws of the State of Delaware with corporate power to enter into the Loan Documents and to perform its obligation under the Loan Documents.

 

(2)

The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action on the part of the Borrower, and the Loan Documents have been duly executed and delivered by the Borrower.

 

(3)

Each of the Loan Documents constitutes the legally valid and binding obligation of each of the Borrower and, with respect to the Collateral Agreement, the Pledged Stock Issuer, in each case, enforceable against such Person in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

 

(4)

The execution and delivery by the Borrower of the Loan Documents do not, and the Borrower’s performance of its obligations under such Loan Documents will not (i) violate the Borrower’s certificate of incorporation or bylaws or other constitutive documents of the Borrower, (ii) violate, breach, or result in a default under, any existing obligation of or restriction on the Borrower under any other agreement (the “Other Agreements”) identified in Schedule I attached hereto, or (iii) breach or otherwise violate any existing obligation of or restriction on the Borrower under any order, judgment or decree of any New York or federal court or governmental authority binding on the Borrower identified in the Opinion Certificate.  If an Other Agreement is governed by the laws of a jurisdiction other than New York, we have assumed such Other Agreement is governed by the laws of the State of New York.

 

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(5)

The execution and delivery by the Borrower of the Loan Documents and by the Pledged Stock Issuer of the Collateral Agreement do not, and the Borrower’s performance of its obligations under such Loan Documents and the Pledged Stock Issuer’s performance of its obligations under the Collateral Agreement will not, violate the Delaware General Corporation Law or any current New York or federal statute, rule or regulation that we have, in the exercise of customary professional diligence, recognized as applicable to the Borrower or the Pledged Stock Issuer or to transactions of the type contemplated by the Loan Documents.

 

(6)

No order, consent, permit or approval of any New York or federal governmental authority that we have, in the exercise of customary professional diligence, recognized as applicable to the Borrower or the Pledged Stock Issuer or to transactions of the type contemplated by the Loan Documents is required on the part of the Borrower or the Pledged Stock Issuer for the execution and delivery of, and performance of their respective obligations under, the Loan Documents to which it is a party, respectively, except for such as have been made or obtained.

 

(7)

The Collateral Agreement is effective to create in favor of the Collateral Agent a security interest in that Collateral (which term is used in this Opinion as such term is defined in the Collateral Agreement) of the Borrower in which a security interest may be created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the “NY Code”).

 

(8)

The Collateral Agreement is effective to create in favor of the Collateral Agent a security interest in the Certificated Security (as defined below) identified on Schedule II attached hereto under the NY Code.  Upon delivery of the security certificate representing the Certificated Security listed on Schedule II attached hereto to the Collateral Agent in the State of New York, effectively endorsed to the Collateral Agent or in blank, the Collateral Agent will acquire a perfected security interest in such Certificated Security, free of adverse claims.  For purposes of this paragraph, “Certificated Security” means “certificated securities” as defined in Section 8-102 of the Code.

 

(9)

Neither the Borrower nor the Pledged Stock Issuer is an investment company required to register under the Investment Company Act of 1940, as amended.

 

(10)

Neither the extension of credit nor the use of proceeds provided in the Loan Agreement will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.  For purposes of this opinion, we have assumed that none of the Lenders is a “creditor” as defined in Regulation T.

 

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Our opinion in paragraph 3 above as to the enforceability of the Loan Documents is subject to:

 

(i)           public policy considerations, statutes or court decisions that may limit the rights of a party to obtain indemnification against its own negligence, willful misconduct or unlawful conduct;

 

(ii)          the unenforceability under certain circumstances of broadly or vaguely stated waivers or waivers of rights granted by law where the waivers are against public policy or prohibited by law;

 

(iii)         the unenforceability under certain circumstances of provisions imposing penalties, liquidated damages or other economic remedies; and

 

(iv)         the unenforceability under certain circumstances of provisions appointing one party as trustee for an adverse party or provisions for the appointment of a receiver.

 

Our opinion in paragraph 3 is subject to the qualification that certain rights, remedies, waivers and other provisions of the Loan Documents may not be enforceable, but such unenforceability will not, subject to the other exceptions, qualifications and limitations set forth herein, render the Loan Documents invalid as a whole or substantially interfere with the substantial realization of the principal benefits or security, or both, that the Loan Documents purports to provide (except for the economic consequences of procedural or other delay).

 

For purposes of the opinions expressed in paragraphs 4, 5 and 6, we have assumed that the Borrower will not in the future take any discretionary action (including a decision not to act) permitted by the Loan Documents that would cause the performance of the Loan Documents to violate any organizational document of the Borrower, the Delaware General Corporation Law or any New York or federal statute, rule or regulation, or require an order, consent, permit or approval to be obtained from a New York or federal governmental authority.

 

We express no opinion as to the effect of non-compliance by you with any state or federal laws or regulations applicable to the transactions contemplated by the Loan Documents because of the nature of your business.

 

We express no opinion as to any provision of the Loan Documents insofar as it purports to grant a right of setoff in respect of the Borrower’s or the Pledged Stock Issuer’s assets to any person other than a creditor of the Borrower or the Pledged Stock Issuer, as applicable.

 

We advise you that Section 10.14 of the Loan Agreement, which provides for non-exclusive jurisdiction of the courts of the State of New York and federal courts sitting in the State of New York, may not be binding on the federal courts sitting in the State of New York (or any federal appellate court).

 

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We advise you that if an action based on the Loan Documents were commenced in a federal or state court in New York, a judgment for money relating to the Loan Documents ordinarily would be enforced only in United States dollars.  The method used to determine the rate of conversion of foreign currency into United States dollars will depend on various factors.

 

We express no opinion concerning (i) federal or state securities laws or regulations or (ii) the foreign assets control regulations of the Trading with the Enemy Act, as amended, the United States Treasury Department, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended, Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, as amended, and any enabling legislation, rules, regulations or executive orders relating thereto.

 

Our opinions in paragraphs 7 and 8 are (i) limited to Article 9 of the NY Code (except our opinion in paragraph 8 to the extent it addresses Article 8 of the NY Code) and do not address (A) laws of jurisdictions other than New York, (B) collateral not subject to Article 9 of the NY Code (including by reason of Section 9-109(c) or (d) thereof), or (C) under Sections 9-301 through 9-306 of the Uniform Commercial Code as in effect in any jurisdiction, or otherwise, what law governs the perfection of the security interests granted in the collateral covered by those opinion paragraphs, and (ii) subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity.

 

We express no opinion with respect to:

 

(i)           the priority of any security interest, except as set forth in paragraph 8 relating to Certificated Security or the perfection of any security interest except as set forth in paragraph 8; and

 

(ii)           Collateral consisting of real property, copyrights, farm products, consumer goods, as-extracted collateral, commercial tort claims, cooperative interests (as such terms are defined in the NY Code) and timber to be cut.

 

We express no opinion regarding any provision of the Collateral Agreement that purports to permit Collateral Agent or any other person to sell or otherwise dispose of any Collateral subject thereto except in compliance with the NY Code, any other applicable federal and state laws and any agreement governing such Collateral, or to impose on Collateral Agent standards of care of Collateral in Collateral Agent’s possession other than as provided in Section 9-207 of the NY Code.  We advise you that federal and state securities laws may limit the right to transfer or dispose of Collateral that may constitute securities under such laws.

 

In rendering the opinions in paragraphs 7 and 8, we have assumed that:

 

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(i)           the Borrower has, or will have at the relevant time, rights in the Collateral in which the Borrower has granted a security interest to Collateral Agent within the meaning of Section 9-203(b)(2) of the NY Code at all times relevant to this opinion;

 

(ii)          the Collateral is reasonably identified in the description of collateral set forth in the Collateral Agreement in accordance with Section 9-108 of the NY Code;

 

(iii)         at all times relevant to this opinion, value has been given within the meaning of Section 9-203(b)(1) of the NY Code; and

 

(iv)         neither Collateral Agent nor the Lenders have notice of any adverse claims to the Certificated Security referred to in paragraph 8.

 

The law covered by this opinion is limited to the present federal law of the United States, the present law of the State of New York and the present Delaware General Corporation Law and Article 9 of the Delaware Code, in each case, as in effect on the date hereof.  We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

 

This opinion is furnished by us as special New York counsel for the Borrower and may be relied upon by you only in connection with the Loan Documents.  It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent.  You may, however, deliver a copy of this opinion to your accountants, attorneys, and other professional advisors, to governmental regulatory agencies having jurisdiction over you, to permitted assignees of the Loans in connection with such assignment and to participants in connection with their purchase of a participation interest in the Loans.  At your request, we hereby consent to reliance on this opinion by such assignees (but not such participants) to the same extent as the addressees hereof as if this opinion were addressed and had been delivered to them on the date of this opinion, on the condition and understanding that we assume no responsibility or obligation to consider the applicability or correctness of this opinion to any person other than its addressee(s). This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters.  This letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.

 

Respectfully submitted,

 

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Schedule I

Other Agreements

 

Registration Rights Agreement dated June 15, 2007 between Synutra International, Inc. and Warburg Pincus Private Equity IX, L.P.

 

Voting and Co-Sale Agreement dated June 15, 2007 among Synutra International, Inc., Beams Power Investment Limited and Warburg Pincus Private Equity IX, L.P.

 

Common Stock Purchase Agreement dated May 24, 2007 between Synutra International, Inc. and Warburg Pincus Private Equity IX, L.P.

 

Loan Agreement dated as of April 19, 2007 among Synutra International, Inc., Liang Zhang, Xiuqing Meng and ABN AMRO Bank N.V., Hong Kong Branch.

Collateral Agreement dated as of April 19, 2007 among Beams Power Investment Limited, Synutra International, Inc. and ABN AMRO Bank N.V., Hong Kong Branch.

Warrant Agreement dated April 19, 2007 among Synutra International, Inc., the Bank of New York and ABN AMRO BANKBank N.V., Hong Kong Branch.

Registration Rights Agreement dated April 19, 2007 between Synutra International, Inc. and ABN AMRO Bank N.V., Hong Kong Branch.

USD Facility Side Letter Agreement dated April 19, 2007 between Synutra International, Inc. and ABN AMRO Bank N.V., Hong Kong Branch.

Agreement dated June 8, 2006 between Synutra International, Inc. and the Department of Finance of Zheng Lan Qi (County) of Inner Mongolia, with Amendment and attached Schedule of Investment Expenditures.

 

Share Exchange Agreement dated June 14, 2005 among Vorsatech Ventures Inc. (n/k/a Synutra International, Inc.), Thomas Braun and Berlin Capital Investments, Inc., Beams Power Investment Corporation and Strong Gold Finance Corporation, and Synutra, Inc.

 

License and Supply Agreement dated September 1, 2003 between Martek Biosciences Corporation and American St. George Biological Technology Corporation (n/k/a Synutra, Inc.).

 

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Schedule II

Certificated Security

 

Issuer		Certificate No.				Percent Pledged
Synutra, Inc.			2				100	%

 

 

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EXHIBIT D

 

FORM OF PRC COUNSEL OPINION

 

October 18, 2007

ABN AMRO Bank N.V.

One Raffles Quay

Level 26, South Tower

Singapore 048583

Singapore

and

Each of the Lenders Party to the Loan Agreement (as defined below)

Re:  Synutra International, Inc. – Loan Agreement

Dear Sirs,

 

We have acted as special PRC counsel for Synutra International, Inc. (the “Borrower”), a Delaware corporation, and its PRC Subsidiaries (as defined below) and the Permitted Holders (as defined in the Loan Agreement) in connection with the Loan Agreement dated as of October 11, 2007 (the “Loan Agreement”) among the Borrower, ABN AMRO Bank N.V., as Administrative Agent and Collateral Agent, ABN AMRO Bank N.V., as Arranger and the Lenders party thereto (the “Lenders”).  Terms used (but not defined) herein have the meanings assigned to them in the Loan Agreement or, if not defined in the Loan Agreement, the meanings assigned to them in the Collateral Agreement.

We have reviewed executed copies of the Loan Agreement.  We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and certificates of public officials and officers of the Borrower and the Subsidiaries of the Borrower and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion.

 

Based on the foregoing, and subject to the assumptions and qualifications set forth below, we are of the opinion that:

 

1.        Each Subsidiary of the Borrower organized under the laws of the PRC (each “PRC Subsidiary”) is validly existing and in good standing under the laws of the PRC.

 

2.        Each PRC Subsidiary of the Borrower has all requisite power and authority and each Permitted Holder, the Borrower and each Subsidiary of the Borrower has all requisite governmental licenses, authorizations, consents and approvals of any Governmental Authority in the PRC to (1) own its assets and carry on its business and (2) execute, deliver and perform its obligations under the Loan Documents to which it is a party.

 

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3.        Each of the Borrower and its Subsidiaries is duly qualified and licensed and in good standing under the laws of the PRC to the extent that its ownership, lease or operation of properties or the conduct of its business requires such qualification or license.

 

4.        The execution, delivery and performance, by, and the enforcement against, the Borrower of each Loan Document require no action by or in respect of, or filing with, any governmental body, agency or official under PRC law and do not contravene any provision of applicable PRC law or regulation.

 

5.        The execution, delivery and performance by the Borrower of each Loan Document do not and will not conflict with or result in any breach or contravention of, or the creation of any Lien (other than the Liens created by the Collateral Agreements) under, (a) any Contractual Obligation, governed by PRC Law, to which the Borrower, any Permitted Holder or any Affiliate of thereof is a party or (b) any order, injunction, writ or decree of any Governmental Authority in the PRC or any arbitral award to which the Borrower, any Permitted Holder or any Affiliate thereof or its, his or her property is subject.

 

6.        There are no actions, suits, proceedings, claims or disputes pending or, to our knowledge after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority in the PRC, by or against the Borrower, any Permitted Holder or any Affiliate thereof or against any of its, his or her properties or revenues that (a) purport to affect or pertain to any Loan Document, or any of the transactions contemplated hereby or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

 

7.        Meng Xiuqing is not a resident of the PRC as defined in Article 1 of the Notice No. 75.

 

8.        Each Permitted Holder has obtained all applicable governmental licenses, registrations, authorizations, consents and approvals for their respective direct or indirect investments in the Borrower, including any registration pursuant to Article 1 of the Notice (Hui Fa 2005 No. 75) issued by the State Administration of Foreign Exchange of the PRC and have delivered all applicable notices to Governmental Authorities in connection therewith.

 

9.        Each PRC Subsidiary has obtained or completed (a) all approvals, consents, exemptions, authorizations or other actions by or notices to, or filings with any PRC Governmental Authority or any person and (b) any corporate or shareholder approval necessary or required in order to permit such PRC Subsidiary to pay dividends or make any other distributions on its Capital Stock.

 

The law covered by this opinion is limited to the law of the PRC and any province or other political subdivision thereof.  We express no opinion as to the laws of any other jurisdiction.

 

Very truly yours,

 

 

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EXHIBIT E

 

FORM OF ILLINOIS COUNSEL OPINION

 

October 18, 2007

 

ABN AMRO Bank N.V.

One Raffles Quay

Level 26, South Tower

Singapore 048583

Singapore

and

Each of the Lenders Party to the Loan Agreement (as defined below)

 

Re:

Synutra International, Inc. – Loan Agreement.

 

Ladies and Gentlemen:

 

We have acted as special Illinois counsel for Synutra International, Inc., a Delaware corporation (the “Borrower”) in connection with the Loan Agreement dated as of October 11, 2007 (the “Loan Agreement”) among the Borrower, ABN AMRO Bank N.V., as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), ABN AMRO Bank N.V., as the Arranger and the Lenders party thereto.  We are providing this opinion to you at the request of the Borrower pursuant to Section 4.01(a)(vii) of the Loan Agreement.  Except as otherwise indicated, capitalized terms used in this opinion and defined in the Loan Agreement will have the meanings given in the Loan Agreement or, if not defined in the Loan Agreement, the meanings assigned to them in the Collateral Agreement dated as of October 11, 2007 (the “Collateral Agreement”) among the Borrower, Synutra, Inc., an Illinois corporation, as the Pledged Stock Issuer (the “Pledged Stock Issuer”), the Collateral Agent and the Administrative Agent.

In connection with this opinion, we have examined the original or a copy certified or otherwise identified to our satisfaction as a true copy of each of the following documents: (a) executed counterparts of the Loan Agreement; and (b) executed counterparts of the Collateral Agreement (clauses (a) through (b) are collectively referred to herein as the “Loan Documents”).

 

In addition, we have examined a certificate of good standing for Pledged Stock Issuer from the Secretary of State of the State of Illinois (the “Good Standing Certificate”), a copy of the Articles of Incorporation of the Pledged Stock Issuer certified by the Secretary of State of the State of Illinois, Bylaws of Pledged Stock Issuer certified by the Secretary of Pledged Stock Issuer, corporate resolutions of the Board of Directors of Pledged Stock Issuer with respect to the transactions referred to herein, certificates of officers of Pledged Stock Issuer, and such other documents and records and matters of law as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.  We have relied upon, and assumed the accuracy of, all such certificates and representations, documents and records and the representations and warranties made by Pledged Stock Issuer in the Loan Documents to which it is a party, in each case with respect to the factual matters set forth therein.

 

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In rendering our opinions expressed below, we have, with your consent, assumed that:

 

(i)            all natural persons who signed the Loan Documents were legally competent at the time of signature; all signatures on the Loan Documents and other documents reviewed by us are genuine; and the copies of all documents submitted to us are accurate and complete and conform to the originals;

 

(ii)            the execution, delivery and performance by the Borrower, the Lenders, the Administrative Agent and the Collateral Agent, (collectively, the “Other Parties”) of each of the Loan Documents to which it is a party has been duly authorized by all necessary corporate or other action on the part of each of the Other Parties, the Other Parties have duly executed and delivered each of the Loan Documents to which it is a party, each such document is a valid and binding obligation of, and enforceable in accordance with its terms against, the Pledged Stock Issuer and each of the Other Parties to the extent it is a party thereto, and all security interests provided under or pursuant to the Loan Documents have been properly granted;

 

(iii)           the Loan Documents will be enforced in a manner that is commercially reasonable and that complies with any tests of good faith, fairness or conscionability required by any applicable law;

 

(iv)           there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence;

 

(v)            “value” (as defined in the Uniform Commercial Code in effect in the State of New York on the date hereof (the “UCC”)) has been given by the Lenders;

 

(vi)           the Borrower has not assigned or pledged any of the collateral other than pursuant to the Loan Documents;

 

(vii)          the Pledged Stock Issuer will continue to be a corporation duly organized under the laws of the State of Illinois; and

 

(viii)         the exact legal name of the Pledged Stock Issuer is as set forth in the copy of the organizational documents certified to us by the Secretary of State of the State of Illinois.

 

Based on the foregoing and subject to the assumptions, limitations, and qualifications set forth herein, we are of the opinion that as of the date hereof:

 

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(1)            The Pledged Stock Issuer is a corporation validly existing in good standing under the laws of the State of Illinois with corporate power to enter into the Collateral Agreement and to perform its obligation under the Collateral Agreement.

 

(2)            All of the issued and outstanding shares of the common stock of the Pledged Stock Issuer have been duly and validly authorized and issued and are fully paid and non-assessable.

 

(3)            The execution, delivery and performance of the Collateral Agreement have been duly authorized by all necessary corporate action on the part of the Pledged Stock Issuer, and the Collateral Agreement has been duly executed and delivered by the Pledged Stock Issuer.

 

(4)            The execution and delivery by the Pledged Stock Issuer of the Collateral Agreement do not, and the Borrower’s and the Pledged Stock Issuer’s performance of their obligations under the Loan Documents will not (i) violate the Pledged Stock Issuer’s Articles of Incorporation or bylaws, (ii) violate, breach, or result in a default under, any material agreement or contract governed under Illinois law which are listed on Schedule 1 to this opinion, or (iii) breach or otherwise violate any existing obligation of or restriction on the Borrower or the Pledged Stock Issuer under any order, judgment or decree of any Illinois or Federal court or governmental authority binding on the Borrower or the Pledged Stock Issuer.

 

(5)            The execution and delivery by the Borrower and the Pledged Stock Issuer of the Collateral Agreement do not, and the Borrower’s and the Pledged Stock Issuer’s performance of their respective obligations under the Loan Documents will not, violate the Illinois Business Corporation Act of 1983, as amended, or any current Illinois statute, rule or regulation that we have, in the exercise of customary professional diligence, recognized as applicable to the Borrower or the Pledged Stock Issuer, as applicable, or to transactions of the type contemplated by the Loan Documents.

 

(6)            No order, consent, permit or approval of any Illinois governmental authority that we have, in the exercise of customary professional diligence, recognized as applicable to the Borrower or the Pledged Stock Issuer or to transactions of the type contemplated by the Loan Documents is required on the part of the Borrower or the Pledged Stock Issuer for the execution and delivery of, and performance of their respective obligations under, the Loan Documents to which it is a party, respectively, except for such as have been made or obtained or are contemplated pursuant to the terms and provisions of the Loan Documents and routine filings made after the date hereof in the ordinary course of business.

 

(7)            Under choice of law principles applicable under Illinois law, the provisions of the Loan Documents stating that New York law shall govern the enforcement of the Loan Documents are enforceable, so long as the court finds that (i) New York bears a reasonable relationship to the transaction contemplated by the Loan Documents and (ii) the enforcement of the Loan Documents in accordance with New York law is not dangerous, inconvenient, immoral or contrary to public policy.

 

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(8)            A final, conclusive, enforceable and nonappealable judgment rendered against the Borrower or the Pledge Stock Issuer in the courts of competent jurisdiction in the State of New York sitting in the Borough of Manhattan, New York City or of the United States for the Southern District of such state granting recovery of a sum of money in respect of the Loan Documents should be recognized and enforced by the courts in the State of Illinois through an independent action filed to enforce such judgment, and without re-trial or re-examination of the issues.

 

(9)            No stamp, registration, documentary or other similar type tax is or will be payable in respect of the execution, performance or enforcement of the Loan Documents.

 

The opinions set forth above are subject to the following qualifications:

 

(A)           We express no opinion as to:

 

(i)             the rights or interests of the Borrower or any other person or entity in, or title of the Borrower or any other person or entity to, any collateral under any of the Loan Documents, or property purporting to constitute such collateral, or any other property, or the value, validity or effectiveness for any purpose of any such collateral or purported collateral;

 

(ii)            the validity, binding effect or enforceability of, or the perfection or priority of, any pledge, lien or other security interest that may be created under the Loan Documents; and

 

(iii)           (a) securities, blue sky and similar laws, rules and regulations and judicial and administrative interpretations thereof, (b) antitrust, unfair competition, and similar laws, rules and regulations and judicial and administrative interpretations thereof, (c) tax and environmental laws (including, without limitation, those concerning discrimination and safety), rules and regulations and judicial and administrative interpretations thereof, (d) laws concerning discrimination and fairness in housing and similar laws, rules and regulations and judicial and administrative interpretations thereof, and (e) occupational licensing, zoning and land use, and building, fire and safety codes, laws, rules and regulations and judicial and administrative interpretations thereof;

 

(B)           If, and to the extent, any of the Loan Documents are construed to provide for the payment of interest on interest, such provisions may be unenforceable under Bowman v. Neely, 137 Ill. 443 (1891) and other cases to the same effect.  While such cases have not been overruled and it is possible that a court would follow such precedent, we believe that such cases are unlikely to be held applicable today, but we express no opinion with respect to such issues.

 

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(C)           In rendering the opinions set forth in foregoing paragraph 1 above as to existence and good standing, we have relied solely upon an examination of the Articles of Incorporation of the Pledged Stock Issuer, certified by the Secretary of State of the State of Illinois and the Good Standing Certificate.

 

We are members of the Bar of the State of Illinois and we do not hold ourselves out as being conversant with, and express no opinion as to, the laws of any jurisdiction other than the laws of the State of Illinois, and we assume no responsibility as to the applicability to or effect on any of the matters covered herein of the laws of any other jurisdiction.

 

We express no opinion as to what law might be applied by any court to resolve any issue addressed by our opinions and we express no opinion as to whether any relevant differences exist between the laws upon which our opinions are based and any other laws which may actually be applied to resolve the issues which may arise under the Loan Documents.  The manner in which any particular issue would be treated in any actual court case would depend on how the court involved chose to exercise the wide discretionary authority generally available to it.  This opinion letter is not intended to guarantee the outcome of any legal dispute which may arise in the future.

 

Whenever we indicate that our opinion with respect to the existence or absence of facts is based on our knowledge, our opinion is based solely on (i) the actual knowledge of attorneys currently with the firm actively engaged in representing the Pledged Stock Issuer in connection with the transactions contemplated by the Loan Documents, and (ii) the representations and warranties of Pledged Stock Issuer contained in the Loan Documents and in certificates of certain officers of the Pledged Stock Issuer and public officials; we have made no independent inquiry or investigation as to such factual matters.

 

This opinion speaks only as of the date hereof.  We have no continuing obligations to inform you of changes in law or fact subsequent to the date hereof or of facts of which we become aware after the date hereof or to update this opinion in any other manner whatsoever.

 

This opinion is furnished solely to the addressees and is solely for their benefit and the benefit of their assignees permitted by, and that become lenders under, the Loan Agreement (and such assignees may rely on this opinion as if it were addressed directly to them) in connection with the above transaction.  This opinion may not be relied upon for any other purpose, or relied upon by any other person or entity for any purpose without our prior written consent.

 

Respectfully submitted,

 

E-5

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Schedule 1

Material Agreements and Contracts

 

None.

 

 

E-6

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EXHIBIT F

 

ASSIGNMENT AND ASSUMPTION

 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]5 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]6 Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]7 hereunder are several and not joint.]8  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

 

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

 

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1.           Assignor[s]:   ______________________________

 

                       ______________________________

 

2.           Assignee[s]:   ______________________________

 

                       ______________________________

[for each Assignee, indicate [Affiliate] of [identify Lender]]

 

3.           Borrower(s):   Synutra International, Inc.

 

4.           Administrative Agent: ABN AMROThe Royal Bank of Scotland N.V., as the administrative agent under the Credit Agreement

5.           Credit Agreement:        Loan Agreement, dated as of October 11, 2007, among Synutra International, Inc., the Lenders from time to time party thereto, ABN AMROThe Royal Bank of Scotland N.V., as Administrative Agent and Collateral Agent and ABN AMROThe Royal Bank of Scotland N.V., as Arranger.

6.           Assigned Interest:

 

Assignor[s]9

Assignee[s]10

Aggregate Amount of Commitment/ Loans for all Lenders11

Amount of Commitment/ Loans Assigned

Percentage Assigned of Commitment /Loans12

CUSIP Number

$

_________

$

_________

_________

%

$

_________

$

_________

_________

%

$

_________

$

_________

_________

%

 

[7.           Trade Date:   __________________]13

 

Effective Date:  __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

 

The terms set forth in this Assignment and Assumption are hereby agreed to:

 

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

Received by:

 

ABN AMROThe Royal Bank of Scotland N.V., as Administrative Agent
Received by:
	Name:
	Title:

 

F-3

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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

 

[___________________]14

 

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

 

1.              Representations and Warranties.

 

1.1.           Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

 

1.2.           Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

 

 

F-4

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2.              Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

 

3.              General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York applicable to agreements made and to be performed entirely within such state.

 

F-5

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