Common use of Closing Date Opinions of Counsel Clause in Contracts

Closing Date Opinions of Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Loeb & Loeb LLP (“Loeb) and Ogier, counsels 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. The opinions of counsel shall further include a statement to the effect that such counsel have 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, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, 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, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinions contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein 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 and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus). The opinions of counsel shall state that such counsel are 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 Opinions of Counsel. On the Closing Date, the Representative shall have received the favorable opinions opinion of Loeb Hxxxxx Westwood & Loeb Riegels as Cayman counsel for the Company (as to matters of Cayman Islands law)(“Hxxxxx”) and Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP (“Loeb) and OgierNMRS”), counsels 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. The opinions of counsel each of Hxxxxx and NMRS shall further include a statement to the effect that such counsel have 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, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel are is not passing upon and do does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, 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, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinions opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein 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 and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus). The opinions of counsel shall state that such counsel are not opining as Prospectus or matters relating to the Placement Securities with respect to sale of securities in any rights to rescind or jurisdiction outside the effect any exercise of such rights will have on any other securities of the Company or on the OfferingU.S.).