for goods and services within the Commonwealth of Australia and will not otherwise violate the Trade Practices Act 1974, (viii) 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 law or statute of the Commonwealth of Australia, Queensland, Western Australia or the Australian Capital Territory or, to the best of the knowledge of such counsel, of any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, of the Commonwealth of Australia or of Queensland, Western Australia or the Australian Capital Territory, to which UDC or any of the Australian Affiliates 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 in Australia in which UDC or any of the Australian Affiliates has an interest, (ix) 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 UDC nor any of the Australian Affiliates is engaged in or threatened with any suit, action or legal, administrative, arbitration or other proceeding or governmental investigation of the Government of the Commonwealth of Australia or under legislation of the Government of the Commonwealth of Australia or in or by Queensland, Western Australia or the Australian Capital Territory which might materially and adversely affect or impair the business or condition, financial or otherwise, of Utah and its subsidiaries considered as a whole, (x) all authorizations, consents and approvals of all governmental agencies and authorities of the Commonwealth of Australia, Queensland, Western Australia or the Australian Capital Territory 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, UDC and the Australian Affiliates in the Commonwealth of Australia to continue unimpaired to any material degree immediately following the effective time of the Merger have been obtained, and (xi) there is no authorization, consent or approval of or filing with any governmental agency or authority of Australia, Queensland, Western Australia or the Australian Capital Territory required in connection with the exchange of GE Common Stock for Utah Common Stock held at the effective time of the Merger by stockholders of Utah in Australia, except the authorization of the Reserve Bank of Australia under the Banking (Foreign Exchange) Regulations, which has been obtained. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, upon opinions of Messrs. Parker & Parker, counsel to GML and MGMA, as to matters of Western Australian law, and upon opinions of J. G. Selway, Esq., as to matters set forth in clause (v) above with respect to UDC, and, as to matters of fact, upon certificates of officials of Australia or any state thereof and of any officer or officers of Utah, UDC, GML or any of the parties to the CQCA or MGMA joint ventures provided the extent of such reliance is specified in such opinion. In rendering the opinions set forth in clauses (vii and viii) above such counsel may assume that the present policy as to purchase decisions by Utah and UDC being made solely on the basis of availability, suitability, reliability and price will not be altered, and in rendering the opinion set forth in clause (viii) above such counsel may state that the opinion set forth therein does not cover the matters covered by such clause (vii). (k) Opinion of Brazilian Counsel of Utah. GE shall have received from Dr. Gabriel L. Ferreira Filho an opinion, dated immediately prior to the Time of Filing, to the effect that (i) Samarco is a corporation duly organized and validly existing and in good standing under the laws of Brazil, (ii) Samarco is duly qualified and licensed as a foreign corporation and in good standing in each jurisdiction set forth in Schedule A with reference to Samarco, (iii) Samarco has the corporate power to carry on its business as now being conducted, (iv) except as otherwise (but consistent with Schedule A) noted in such opinion, all of the outstanding shares of capital stock of Samarco are directly or indirectly owned by Utah free and clear of all liens, claims, charges or encumbrances of record, all of such shares 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 Samarco is not a party to or bound by any outstanding option, warrant or other right to subscribe for or purchase from Samarco, or any plan, contracts or commitments providing for the issuance of or the granting of rights to acquire, any capital stock of, or securities convertible into or exchangeable for capital stock of, Samarco, (v) except as set forth in any schedule delivered by Utah to GE pursuant to this Agreement 20 on or prior to the date of this Agreement, to the best of the knowledge of such counsel, Samarco is not 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, (vi) 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 law or statute of Brazil or any state thereof or, to the best of the knowledge of such counsel, of any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Samarco 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 in which Samarco has an interest, and (vii) all authorizations, consents and approvals of all governmental agencies and authorities of Brazil or any state thereof 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 Samarco in Brazil to continue unimpaired to any material degree immediately following the effective time of the Merger have been obtained. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, as to matters of fact, upon certificates of officials of Brazil or any state thereof and of any officer or officers of Utah or Samarco provided the extent of such reliance is specified in such opinion. (1) Letter from Peat, Marwick, Mitchell & Co. GE shall have received from Messrs. Peat, Marwick, Mitchell & Co., its accountants, an opinion, satisfactory in form and substance to it, to the effect that the Merger may be treated by the Constituent Corporations and GE as a "pooling of interests" for financial reporting purposes. (m) Assurances as to Real Estate. As to the principal properties of Utah and its subsidiaries and affiliates which constitute producing mineral properties, including properties currently under development, GE shall have received opinions from real estate counsel designated by it (which counsel shall be satisfactory to Utah), in each case satisfactory in form and substance to it, confirming that, based upon limited reviews of title documents, leases, maps, geological studies, and other relevant materials, there is no material defect in title to any such property of such nature as would render the representation and warranty set forth in the second sentence of Section 8(a) of Article II hereof, to the extent applicable to such property, inaccurate in any significant respect. (n) Receipt by GE of Letters from Utah Affiliates. GE shall have received from each Utah Affiliate a duly executed letter substantially in the form of Exhibit B attached hereto. (o) Required Consents. Utah shall have obtained the consent or approval of each person listed on Schedule F or Schedule G previously delivered by Utah to GE whose consent or approval is required pursuant thereto. 2. Conditions of Obligation of Utah. The obligation of Utah to effect the Merger shall be subject to the following conditions: (a) Representations and Warranties of GE to be True. The representations and warranties of GE herein contained shall be true at the Time of Filing with the same effect as though made at such time, except to the extent waived hereunder or affected by the transactions contemplated herein; GE shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to the Time of Filing; and GE shall have delivered to Utah a certificate of GE in form and substance satisfactory to Utah, dated the Time of Filing and signed by its Chairman and principal financial officer, to all such effects. (b) Listing of GE Common Stock. The New York and Boston Stock Exchanges shall have approved for listing, upon official notice of issuance, the shares of GE Common Stock for which the Utah Common Stock issued and outstanding immediately prior to the effective time of the Merger shall be exchanged at the effective time of the Merger. 21