Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior Upon commencement of the offering of Securities to the date that the first Securities are be sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to Xxxxxxx Xxxxx an Agent as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E D for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to Xxxxxxx Xxxxx an Agent written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, ( “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxxthe Agent, in form and substance satisfactory to Xxxxxxx Xxxxx the Agent and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish the Agent with a letter (a “Company Counsel Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx the Agent may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to Xxxxxxx Xxxxx Rxxxxxx Jxxxx as principal on a Settlement Date, as promptly as possible Date and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written Rxxxxxx Jxxxx the favorable opinions of DLA Piper Mxxxxxxx & Fxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx Rxxxxxx Jxxxx and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with furnish to Rxxxxxx Jxxxx a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx Rxxxxxx Jxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless Xxxxxxx Xxxxx agrees otherwise, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and DLA Piper LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxXxxxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo Securities written opinions of DLA Piper Xxxxxx & Xxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxXxxxx Fargo Securities, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 E-1, Exhibit E-2 and Exhibit D-2E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Fargo Securities may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxXxxxx Fargo, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxxx & Xxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 E-1, Exhibit E-2 and Exhibit D-2E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Citigroup written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxCitigroup, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx Citigroup and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish Citigroup with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Citigroup may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Citigroup and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On Subject to Section 7(o) above, (i) on or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxx & Xxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to Xxxxxxx Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless Xxxxx Fargo agrees otherwise, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and DLA Piper LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counselFargo, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Fargo may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of DLA Piper LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxXxxxx Fargo, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & XxxxxxxVidovic, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 D-1, Exhibit D-2 and Exhibit D-2D-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to Xxxxxxx Xxxxx MLV as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to Xxxxxxx Xxxxx MLV written opinions of DLA Piper Andrews Kxxxx XXX xxx Hogan Lovxxxx US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counselMLV, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish MLV with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx MLV may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Placement Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E under Section 7(q) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions the Sales Agents, dated as of DLA Piper LLP (US) such date and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory addressed to Xxxxxxx Xxxxxthe Sales Agents, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its the Sales Agents, the written opinions of Jaffe, Raitt, Heuer & Xxxxx, P.C., counsel for the Company, Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, a Professional Corporation, the Company’s special Maryland counsel, dated and Xxxx Xxxxx, LLP, the date that the opinion is required to be deliveredCompany’s special New York counsel, substantially similar to the forms attached hereto as set forth in Exhibit D-1 A, Exhibit B and Exhibit D-2C hereto, modifiedrespectively, but modified as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in and supplemented to the time of delivery of such opinions. In lieu of delivering such opinions an opinion for dates subsequent Representation Dates, any to the commencement of the offering of the Placement Securities under this Agreement each such counsel may xxxxxxx Xxxxxxx Xxxxx furnish the Sales Agents with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx the Sales Agents may rely on a the prior opinion opinions delivered under this Section 7(p7(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Datesubsequent date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to Xxxxxxx Xxxxx KeyBanc as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless KeyBanc agrees otherwise, the Company shall cause to be furnished to Xxxxxxx Xxxxx KeyBanc written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and DLA Piper LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counselKeyBanc, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish KeyBanc with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx KeyBanc may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate substantially in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxXxxxx Fargo, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx KeyBanc written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxKeyBanc, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish KeyBanc with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx KeyBanc may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both KeyBanc and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to Xxxxxxx Xxxxx KeyBanc written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxKeyBanc, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish KeyBanc with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx KeyBanc may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both KeyBanc and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx Fargo as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx Fargo written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxXxxxx Fargo, in form and substance satisfactory to Xxxxxxx Xxxxx Fargo and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx furnish Xxxxx Fargo with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Fargo may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. (i) On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx UBS Securities written opinions of DLA Piper Xxxxxx & Xxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxUBS Securities, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx UBS Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 E-1, Exhibit E-2 and Exhibit D-2E-3, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish UBS Securities with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx UBS Securities may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities and public officials. In addition, Xxxxxx & Xxxxxxx LLP, in rendering such opinion, may rely on and assume the accuracy of an opinion of Xxxxxxx LLP with respect to certain matters of Maryland law.

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxXxxxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Within five Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicableDate, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions BMOCM, dated as of DLA Piper LLP (US) such date and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory addressed to Xxxxxxx XxxxxBMOCM, in form and substance satisfactory to Xxxxxxx Xxxxx and its counselBMOCM, dated (i) the date that the written opinion is required of K&L Gates LLP, or other counsel reasonably satisfactory to be deliveredBMOCM, substantially similar as described in subsection (d) of Section 4, to the forms attached effect set forth in Exhibit C hereto but modified as Exhibit D-1 and Exhibit D-2, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplementedand supplemented to the time of delivery of such opinion and (ii) the written opinion of Xxxxx X. Xxxxxx, General Counsel of the Company, as described in subsection (d) of Section 4, to the effect set forth in Exhibit D hereto but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, however, that in the Company shall not be required to furnish to BMOCM more than one opinion per calendar quarter from outside counsel to the Company. In lieu of delivering such opinions for dates subsequent Representation Dates, any to the commencement of the offering of the Shares under this Agreement such counsel may xxxxxxx Xxxxxxx Xxxxx furnish BMOCM with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx BMOCM may rely on a prior opinion delivered under this Section 7(psubsection (t) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Datesubsequent date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate certificates substantially in the form forms attached hereto as Exhibit E and Exhibit F for which no waiver is applicable, the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Hunton & Xxxxxxxx LLP (US) and Xxxxx & Xxxxxxx, L.L.P. Xxxxxxx LLP (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-2D-4, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to Xxxxxxx Xxxxx JPMorgan written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxJPMorgan, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx JPMorgan and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish JPMorgan with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx JPMorgan may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both JPMorgan and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to Xxxxxxx Xxxxx written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Xxxxxxx Xxxxx and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx an Agent as principal on a Settlement Date, as promptly as possible and in no event later than within three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E D for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, the Company shall cause to be furnished to Xxxxxxx Xxxxx an Agent written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, ( “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxxthe Agent, in form and substance satisfactory to Xxxxxxx Xxxxx the Agent and its counsel, dated the date that the opinion is opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish the Agent with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx the Agent may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior Subject to Section 7(o) above, (i) on the date that the first Securities are sold pursuant to the terms of this Agreement and each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date, as promptly as possible and in no event later than (ii) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E (for which there is no waiver is applicablein effect), the Company shall cause to be furnished to Xxxxxxx Xxxxx Citigroup written opinions of DLA Piper Xxxxx Lovells US LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx XxxxxCitigroup, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx Citigroup and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish Citigroup with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx Citigroup may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinions, such counsel may (i) state that its opinion is limited to matters governed by the Federal laws of the United States of America and the States of Delaware, Maryland and New York; (ii) in respect of matters of fact, rely upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that it believes that both Citigroup and it are justified in relying upon such certificates.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and Agreement, each time Securities are delivered to Xxxxxxx Xxxxx MLV as principal on a Settlement Date, as promptly as possible and in no event later than three (3) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to Xxxxxxx Xxxxx MLV written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and DLA Piper LLP (US) and Xxxxx & Xxxxxxx, L.L.P. (collectively, “Company Counsel”), or other counsel satisfactory to Xxxxxxx Xxxxx, in form and substance satisfactory to Xxxxxxx Xxxxx and its counselMLV, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may xxxxxxx Xxxxxxx Xxxxx furnish MLV with a letter (a “Reliance Letter”) to the effect that Xxxxxxx Xxxxx xxx MLV may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).