commitments listed on the schedules delivered by Utah to GE pursuant to this Agreement, such counsel has received an opinion of J. G. Selway, Esq., DirectorLegal Department of Utah, to the effect hereinafter set forth in this clause (vii) and based solely on such opinion to the best knowledge of such counsel neither the execution and delivery by Utah of this Agreement or the Agreement of Merger, nor compliance with the terms and provisions of either thereof, will conflict with or result in a breach of any of the terms, conditions or provisions of any agreement, contract or commitment listed on any schedule delivered by Utah to GE pursuant to this Agreement or of any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Utah or any of its Principal Entities is subject, or constitute a material default thereunder, or give to others any interest or rights, including rights of termination, cancellation or acceleration, in or with respect to any of the principal properties of Utah or any of its subsidiaries or affiliates or with respect to any of such agreements, contracts or commitments, and on the basis of the information which was developed in the course of the performance of the services of such counsel in connection with the Registration Statement and Proxy Statements, nothing has come to such counsel's attention which would cause such counsel to question the correctness of said opinion of J. G. Selway, Esq., (viii) except as set forth in any schedule delivered by Utah to GE pursuant to this Agreement on or prior to the date of this Agreement, to the best of the knowledge of such counsel, neither Utah nor any of its Principal Entities is engaged in or threatened with any suit, action or legal, administrative, arbitration or other proceeding or governmental investigation which might materially and adversely affect or impair the business or condition, financial or otherwise, of Utah and its subsidiaries considered as a whole, (ix) all authorizations, consents and approvals of all governmental agencies and authorities of the United States and the States of California and Delaware required in order to permit consummation by Utah of the transactions contemplated by this Agreement and to permit the businesses presently carried on by Utah and its Principal Entities to continue unimpaired to any material degree immediately following the effective time of the Merger have been obtained, (x) the persons listed in such opinion constitute all persons who may reasonably be deemed to be Utah Affiliates (it being understood, however, that in giving such opinion such counsel may rely on a memorandum of Bruce T. Mitchell, Esq., Secretary and Senior Counsel of Utah, setting forth the names of all persons who are potential Utah Affiliates together with, in each case, a description of the number of shares of Utah Common Stock held by such person and his relationship to Utah and to other potential Utah Affiliates), (xi) the amendments to Utah's Restricted Stock Bonus agreements required by Section 1(e) of Article IV hereof shall, at the effective time of the Merger, be valid and binding obligations of Utah and each of the employees of Utah and its subsidiaries and affiliates who have been issued Utah Common Stock pursuant thereto, (xii) the amendments to Utah's Stock Investment Plan required by Section 1(f) of Article IV hereof shall, at the effective time of the Merger, be effective and the Merger will not reduce the benefits of participants accrued at such time under such Plan, (xiii) on the basis of the information which was developed in the course of the performance of the services of such counsel in connection with the Registration Statement and Proxy Statements, with respect to information relating to Utah and its subsidiaries and affiliates and its or their business, properties, management or securities, (A) the Proxy Statements, as of the dates of mailing thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, (B) such counsel do not believe that the Prospectus or the Proxy Statements on such dates of mailing, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) to the best of the knowledge of such counsel, subsequent to the effective date of the Registration Statement and the dates of mailing of the Proxy Statements, on the one hand, and prior to the date of such opinion, on the other, no event, occurrence, or state of facts arose or came to light which should have been, and was not appropriately, disclosed to the respective stockholders of Utah and GE under applicable federal securities laws (it being understood, however, that (1) such counsel need not assume any responsibility for any events, occurrences or states of fact relating to Utah or GE or their respective subsidiaries, businesses, properties, managements or securities, or for the accuracy, completeness or fairness of the statements contained in, or for any omissions from, the Registration Statement, Prospectus or Proxy Statement, except that such counsel shall affirmatively indicate that nothing has 18 come to their attention that would lead such counsel to disbelieve any statements therein in respect of the Merger, this Agreement or the Agreement of Merger, and (2) such counsel need not express an opinion with respect to the financial statements or other financial or statistical data contained therein), and (xiii) the Board of Directors and stockholders of Utah have taken all action required by law, the Certificate of Incorporation and By-Laws of Utah and, to the best of the knowledge of such counsel, all other action required to authorize the execution, delivery and performance of this Agreement and the Agreement of Merger by Utah. Such opinion shall also cover such other matters incident to the matters herein contemplated as GE and its counsel may reasonably request, including the form of all papers and the validity of all proceedings. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, upon opinions of local counsel as to matters of law other than that of the United States, Delaware or California and, as to matters of fact, upon certificates of state officials and of any officer or officers of Utah provided the extent of such reliance is specified in such opinion. (j) Opinion of Australian Counsel of Utah. GE shall have received from Feez Ruthning & Co. an opinion, dated immediately prior to the Time of Filing, in form and substance satisfactory to GE's counsel, to the effect that (i) Goldsworthy Mining Limited ("GML") is a corporation duly organized and validly existing and in good standing under the laws of Australian Capital Territory, the jurisdiction of its incorporation, and has the corporate power to carry on its business as now being conducted, (ii) Central Queensland Coal Associates ("CQCA"), a joint venture between UDC and Mitsubishi Development Pty. Ltd. ("the parties to the CQCA joint venture") constituted under a joint venture agreement dated October 31, 1966 is duly organized, validly existing and in good standing under the laws of Queensland in that CQCA has been duly registered under the provisions of the business names act of Queensland, each of the parties to the CQCA Joint Venture is entitled to carry on business in Queensland, and neither the ownership nor occupancy of the properties subject to the CQCA joint venture agreement nor the activities of CQCA make it necessary for CQCA to qualify to do business in any other jurisdiction, (iii) Mount Goldsworthy Mining Associates ("MGMA"), a joint venture among Consolidated Gold Fields Australia Limited, Cyprus Mines Corporation and UDC ("the parties to the MGMA joint venture"), constituted under the First Revised Joint Venture Agreement among them dated October 29, 1965, is duly organized, validly existing and in good standing under the laws of Western Australia in that each of the parties to the MGMA joint venture is a corporation incorporated outside Western Australia but registered and entitled to carry on business in Western Australia as a foreign corporation under the laws of Western Australia, and neither the ownership nor occupancy of the properties subject to the MGMA joint venture agreement nor the activities of MGMA make it necessary for MGMA to qualify to do business in any other jurisdiction, (iv) GML and UDC is each duly qualified and licensed as a foreign corporation and in good standing in each Australian jurisdiction set forth in Schedule A with reference to it, (v) the parties to the CQCA joint venture and the parties to the MGMA joint venture each has the corporate power under its governing instruments and the joint venture agreement to carry on its business as now being conducted in relation to the said joint venture or joint ventures with which it is connected, (vi) 33 1/3 per cent of the outstanding shares of capital stock of GML, 85 per cent of the equity interest in CQCA and 33 1/3 per cent of the equity interest in MGMA (GML, CQCA and MGMA being sometimes collectively referred to as "Australian Affiliates") are directly or indirectly owned by Utah or UDC free and clear of all liens, claims, charges or encumbrances of record in Queensland, Western Australia and the Australian Capital Territory and all of such shares or equity ownership interests have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable, and to the best of the knowledge of such counsel none of the Australian Affiliates is a party to or bound by any outstanding option, warrant or other right to subscribe for or purchase from any of the Australian Affiliates, or any plans, contracts or commitments providing for the issuance of or the granting of rights to acquire, any capital stock of or other ownership interests in, or securities convertible into or exchangeable for capital stock of or equity or ownership interests in, any of the Australian Affiliates, (vii) there is no authorization, consent or approval of or filing with the Trade Practices Commission required in connection with the transactions contemplated by this Agreement, and the Merger will not be likely to have the effect of substantially lessening competition in a market 19