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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

The undersigned, Jonathon Wise Polier, is an attorney duly admitted and in good standing with the Bar of the State of New York and the Bar of Paris, France, with law offices located at 4 rue de Marignan, 75008 Paris, France, and affirms the following under penalties of perjury:

In rendering the opinions expressed herein, I have examined and relied upon originals or copies, certified or otherwise identified to my satisfaction, of such documents as I deemed appropriate.

In my examination, I have assumed, the genuiness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, telecopied, or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein which I did not independently establish or verify, I have relied upon statements and representations of the Managing Director ("Gérante") of FRENCH CO., a French SARL limited liability company duly incorporated under the laws of the French Republic under the Paris commercial registry number B 123 456 789 ("FRENCH CO. (SARL)").

I have assumed for the purposes of my opinion that:

- ABC, Inc. and Mr. Smith, have commenced legal proceedings before the SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, against FRENCH CO. (SARL) and Mr. Paul DUPONT,;

- the litigation principally involves, inter alia, a 1997 sale by FRENCH CO. (SARL) to ABC, INC. of a work of art (the "Work of Art"); 

- it is alleged there was a fraudulently representation that the Work of Art was the creation of Pablo PICASSO; and

- that the plaintiff's ultimate objective is to obtain a money judgment against one or all of the defendants, including FRENCH CO. (SARL).

Based on, and subject to the foregoing, and subject to any matters not disclosed to me, I am of the opinion that:

A. In accordance with Article 509 of the French Code of Civil Procedure, as interpreted by the highest French judicial authorities and in light of the absence of an applicable treaty adhered to by the United States of American and the Republic of France, decisions rendered by a Court in the United States are subject to exequatur in France subject to the following four conditions: 

1. that the American Court rendering the decision had jurisdiction based upon (a) the French rules applied to international civil litigation (including, without limitations Articles 14 and 15 of the French Civil Code), and (b) the internal rules applicable in the jurisdiction where the decision was rendered ;

2. the law applied by the American Court was either (a) the law which would have been chosen pursuant to French rules of conflict of laws, or (b) in the matter before such American Court, the end result was substantially the same as the end result that would have occurred if French rules of conflict of laws had been applied.

3. that the American Court's decision did not violate the French concept of international public order; and

4. that there was no fraud.

B. With respect to the foregoing, it should be noted as follows: 

1. On the issue of the French international rules applicable to jurisdiction, it is important to note the following: 

• that defendant FRENCH CO. (SARL) has in a duly executed a Stipulation, date February 4, 2006, to the effect that, subject to the condition no order of attachment be issued against FRENCH CO. (SARL) or any of the other named defendants in the above-captioned action, FRENCH CO. (SARL) irrevocably waived its defense rights under Article 14 and 15 of the French Civil Code and accepted the full in personam jurisdiction of the Supreme Court of the State of New York in the above-captioned matter and any ensuing actions by any of the named plaintiffs for a money judgment against FRENCH CO. (SARL) based upon the facts alleged in the Memorandum of Law in Support of Plaintiffs' Application for an Order of Attachment, dated January 2, 2006; 
• 
  that Article 46 of the French Code of Civil Procedure, which is applicable to both judicial proceedings in France and matters relating to international civil proceedings outside France, authorizes a plaintiff in matters of contract law to elect to bring an action in the jurisdiction where the object was delivered and the Work of Art in question was delivered to a location in the City of New York.

2. On the issue of the applicable law, it is important to note that, with respect to the sale of personal property pursuant to contract, whether the Supreme Court of the State of New York applies the rules of the State of New York, the rules of another State within the United States of America or French rules, there is little doubt that the end result would be substantially the same. 

3. A decision of the Supreme Court of the State of New York awarding money damages against FRENCH CO. (SARL) based upon the laws of the State of New York, the laws of another State within the United States of America would presumably not be considered by a French Court to have violated French concepts of international public order.

4. It is reasonable to assume that any decision of the Supreme Court of the State of New York awarding money damages against FRENCH CO. (SARL) would not be induced by fraud.

C. Accordingly, in all probability, a decision of the Supreme Court of the State of New York or any appellate Court awarding money damages against FRENCH CO (SARL) would be entitled to exequatur in France, provided that the criteria set forth in the above-mentioned Stipulation had been respected.

D. Enforcement in France of any decision would be naturally also be subject to bankruptcy, moratorium and other similar laws affecting creditors' rights.

Respectfully submitted on this 4 day of February 2006.

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Jonathon Wise POLIER 
Attorney at Law