Common use of Closing Date Opinion of Counsel Clause in Contracts

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Ellenoff Xxxxxxxx & Schole LLP (“Ellenoff”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx (“Xxxxxx”), Cayman Islands counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, or the Prospectus or any amendment or supplement thereto, as of its date and as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, statistical and accounting data included in the Registration Statement, Time of Sale Prospectus or the Prospectus).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Ellenoff Xxxxxxxx & Schole LLP (“Ellenoff”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx Ogier (“XxxxxxOgier”), Cayman British Virgin Islands counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the Prospectus).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx Loeb & Schole Loeb LLP (“EllenoffLoeb”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx Ogier (“XxxxxxOgier”), Cayman Islands counsel to the Company, dated as of the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each The opinion of counsel Loeb and Ogier shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the ProspectusProspectus or matters relating to the sale of securities in any jurisdiction outside the U.S.).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx & Schole LLP Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. (“EllenoffMintz”), U.S. securities counsel to for the Company, and Xxxxxx and Xxxxxx Calder (“Xxxxxx”), Cayman Islands counsel to for the Company, and Xxx and Xxxxx, Republic of Korea counsel for the Company, dated the Closing Date, addressed to the Representative and the other Underwriters in forms attached as Exhibits A, B and in form and substance reasonably satisfactory to the RepresentativeC hereto. Each The opinion of counsel counsel(s) shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has counsel(s) participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale Preliminary Prospectus, and the Prospectus Prospectus, and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Preliminary Prospectus and or the Prospectus (except as otherwise set forth in such this opinion), no facts have come to the attention of such counsel which lead them it to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and of such opinion or in the case of the Sale Preliminary Prospectus, as of the Closing Date date thereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of the Sale Preliminary Prospectus or the Prospectus).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Ellenoff Xxxxxxxx & Schole LLP (“Ellenoff”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx & Associates Law Firm (“Xxxxxx”), Cayman Islands Nevada counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the Prospectus).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx & Schole LLP The Cxxxx Law Group P.C. (“EllenoffCLG”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx (“Xxxxxx”)Ogier, Cayman Islands counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each The opinion of counsel CLG shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the ProspectusProspectus or matters relating to the sale of securities in any jurisdiction outside the U.S.).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx Gxxxxxxx & Schole LLP (“EllenoffEGS”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx (“Xxxxxx”)Ogiers, Cayman Islands counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each The opinion of counsel EGS shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the ProspectusProspectus or matters relating to the sale of securities in any jurisdiction outside the U.S.).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx & Schole LLP Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. (“EllenoffMintz”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx (“Xxxxxx”), Cayman Islands counsel to for the CompanyCompany and Xxx and Xxxxx, dated the Closing Date, addressed to the Representative and the other Underwriters in forms attached as Exhibits A, B and in form and substance reasonably satisfactory to the RepresentativeC hereto. Each The opinion of counsel counsel(s) shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has counsel(s) participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale Preliminary Prospectus, and the Prospectus Prospectus, and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Preliminary Prospectus and or the Prospectus (except as otherwise set forth in such this opinion), no facts have come to the attention of such counsel which lead them it to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and of such opinion or in the case of the Sale Preliminary Prospectus, as of the Closing Date date thereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of the Sale Preliminary Prospectus or the Prospectus).. Broadband Capital Management LLC _________ __, 2008 Page 30 of 45

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Ellenoff Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Schole LLP Li LLC (“EllenoffHTFL”), U.S. securities counsel to the Company, Company and Xxxxxx and Xxxxxx Ogier (“XxxxxxOgier”), Cayman Islands counsel to the Company, each dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel HTFL and Ogier shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the Prospectus). Each opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering, and the opinion of Ogier shall include statements to the effect that it may be relied upon by Loeb in any opinion delivered to the Underwriters.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx Loeb & Schole Loeb LLP (“EllenoffLoeb”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx (Cayman) LLP (“XxxxxxXxxxxx and Calder”), Cayman Islands counsel to the Company, dated as of the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each The opinion of counsel Loeb and Xxxxxx and Xxxxxx shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the ProspectusProspectus or matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx & Schole LLP The Cxxxx Law Group P.C. (“EllenoffCLG”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx (“Xxxxxx”)Ogiers, Cayman Islands counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each The opinion of counsel CLG shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the ProspectusProspectus or matters relating to the sale of securities in any jurisdiction outside the U.S.).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Ellenoff Xxxxxxxx & Schole LLP Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. (“EllenoffMintz”), U.S. securities counsel to for the Company, and Xxxxxx and Xxxxxx Calder (“Xxxxxx”), Cayman Islands counsel to for the Company, and Xxx and Xxxxx, Republic of Korea counsel for the Company, dated the Closing Date, addressed to the Representative and the other Underwriters in forms attached as Exhibits A, B and in form and substance reasonably satisfactory to the RepresentativeC hereto. Each The opinion of counsel counsel(s) shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has counsel(s) participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale Preliminary Prospectus, and the Prospectus Prospectus, and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Preliminary Prospectus and or the Prospectus (except as otherwise set forth in such this opinion), no facts have come to the attention of such counsel which lead them it to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and of such opinion or in the case of the Sale Preliminary Prospectus, as of the Closing Date date thereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of the Sale Preliminary Prospectus or the Prospectus).. Broadband Capital Management LLC _________ __, 2008

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Ellenoff Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Schole LLP Li LLC (“EllenoffHTFL”), U.S. securities counsel to the Company, Company and Xxxxxx and Xxxxxx Ogier (“XxxxxxOgier”), Cayman Islands counsel to the Company, each dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel HTFL and Ogier shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the Prospectus). Each opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering, and the opinion of Ogier shall include statements to the effect that it may be relied upon by WSGR in any opinion delivered to the Underwriters.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Ellenoff Xxxxxxxx Xxxxxxxx & Schole LLP (“Ellenoff”), U.S. securities counsel to the Company, and Xxxxxx and Xxxxxx Ogier (“XxxxxxOgier”), Cayman British Virgin Islands counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel shall further include a statement (a “Negative Asurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale final Preliminary Prospectus, and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of its the date and as of the Closing Date such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, financial and statistical and accounting data included in the Registration Statement, Time of Sale final Preliminary Prospectus or the Prospectus).