OPINION — AG — **** CORPORATE REORGANIZATION — DISPOSITION OF SECURITIES **** A CORPORATE REORGANIZATION IN WHICH AN ACQUIRING CORPORATION OFFERS ITS SECURITIES IN EXCHANGE FOR THE OUTSTANDING SECURITIES OF ANOTHER, FOR THE EXPRESS PURPOSE OF GAINING CONTROL OF SUCH OTHER CORPORATION, AND IN WHICH THE TRANSACTION DOES NOT INVOLVE ACTS INCIDENT TO A CLASS VOTE BY STOCKHOLDERS, OR A MERGER OR CONSOLIDATION, OR RECLASSIFICATION OF SECURITIES, OR SALE OF CORPORATE ASSETS, AND WHICH IS NOT A JUDICIALLY APPROVED REORGANIZATION, CONSTITUTES A DISPOSITION OF SECURITIES FOR VALUE TO WHICH 71 O.S. 1961 301 [71-301], APPLIES. CITE: 71 O.S. 1961 2 [71-2](J), 18 O.S. 19611 1.170 [18-1.170](A), 71 O.S. 1961 301 [71-301] (CARL ENGLING)