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Thanks Jim. I can look at the direction letter. We don’t have a Delaware office — is the the opinion something that Mel’s firm could do? George

George R. Mesires
Partner
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On Mar 19, 2018, at 12:47 PM, Jim Biden <jbiden@lionhallgp.com<mailto:jbiden@lionhallgp.com>> wrote:

George,

Apparently Hudson V members would like two additional things:

1. An opinion letter that states that agreements such as the assignment and assumption of membership interest agreement proposed (i.e. assigning a members financial interests in LLC’s asssets in exchange from release from company’s liabilities) is legal and in fact common. Seems pretty basic, but that’s what they want. We should/could get a Delware corporate attorney to do asap?

https://www.formacompany.com/en/delaware/delaware-company-law/delaware-llc-assignment.php

2. They want a separate letter agreement such as the one attached (but cleaned up as you see fit) from Hunter to Hudson III authorizing and directing the funds designated for the representation of Dr. Ho to the Owasco LLC escrow account for the purpose of representing Dr. Ho as originally intended. Apparently they feel they need this to complete the transfer. (Apparently that was the original intent but the funds were mistakenly deposited into a Hudson III account).
<draft letter to Kevin re Ho representation.docx