Common use of Company Counsel Opinions Clause in Contracts

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLP, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & Riegels, British Virgin Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter shall rely on the opinions of (i) the Company’s British Virgin Islands counsel, Xxxxxx Westwood & Riegels, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Law Firm, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLPXxxxxx Xxxxxxx Xxxxxxx & Li LLC, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & RiegelsXxxxx (Cayman) LLP, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Dentons Law FirmOffices, LLP (Guangzhou), PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter Representative shall rely on the opinions of (i) the Company’s British Virgin Cayman Islands counsel, Xxxxxx Westwood & RiegelsOgier (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Dentons Law FirmOffices, LLP (Guangzhou), filed as Exhibit 8.1 99.7 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt Xxxxxx Xxxxxxxxxx LLP, U.S. securities counsel to the Company, dated as of such dateincluding, without limitation, a negative assurance letter, addressed to the Representative, including negative assurancesUnderwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & Riegels[*], British Virgin Islands IP counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Grandall Law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriter Underwriters shall rely on the opinions of (i) the Company’s British Virgin Islands U.S. counsel, Xxxxxx Westwood & RiegelsXxxxxxxxxx LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Grandall Law Firm, filed as Exhibit 8.1 8.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, as applicable, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt Xxxxxxxx Xxxxxxxx & Schole LLP, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & RiegelsXxxxx Xxxxx Hong Kong LLP, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Beijing Sunland Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter Representative shall rely on the opinions of (i) the Company’s British Virgin Cayman Islands counsel, Xxxxxx Westwood & RiegelsXxxxx Xxxxx Hong Kong LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Beijing Sunland Law Firm, filed as Exhibit 8.1 99.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt K&L Gates LLP, U.S. securities counsel to the Company, dated as of such dateincluding, without limitation, a negative assurance letter, addressed to the Representative, including negative assurancesUnderwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood Xxxxxxx Xxxx & RiegelsXxxxxxx, special British Virgin Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Law FirmX X Xxx & Li, PRC Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriter Underwriters shall rely on the opinions of (i) the Company’s special British Virgin Islands counsel, Xxxxxx Westwood Xxxxxxx Xxxx & RiegelsXxxxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and by way of a closing opinion on due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC Hong Kong counsel, Jiangsu Junjin Law FirmX X Xxx & Xx, filed as Exhibit 8.1 8.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, as applicable, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLPXxxxxxxxxx PLLC, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood Xxxxxxx Xxxx & RiegelsXxxxxxx, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Beijing Hylands Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter Representative shall rely on the opinions of (i) the Company’s British Virgin Cayman Islands counsel, Xxxxxx Westwood Xxxxxxx Xxxx & RiegelsXxxxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and the Underlying Shares and by way of a closing opinion on due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Beijing Hylands Law Firm, filed as Exhibit 8.1 99.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLPXxxxxx Xxxxxxx Xxxxxxx & Li LLC, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood Xxxxxxx Xxxx & RiegelsXxxxxxx LLP, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Docvit Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter Representative shall rely on the opinions of (i) the Company’s British Virgin Cayman Islands counsel, Xxxxxx Westwood Xxxxxxx Xxxx & RiegelsXxxxxxx LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Docvit Law Firm, filed as Exhibit 8.1 99.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt Oxxxxx Rxxxxxxxxx LLP, U.S. securities counsel to the Company, dated as of such dateincluding, without limitation, a negative assurance letter, addressed to the Representative, including negative assurancesUnderwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & Riegels[*], British Virgin Islands IP counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Grandall Law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriter Underwriters shall rely on the opinions of (i) the Company’s British Virgin Islands U.S. counsel, Xxxxxx Westwood & RiegelsOxxxxx Rxxxxxxxxx LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Grandall Law Firm, filed as Exhibit 8.1 8.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, as applicable, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt Xxxxxxxx Xxxxxxxx & Schole LLP, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & RiegelsXxxxx Xxxxx Hong Kong LLP, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Beijing Sunland Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter Representative shall rely on the opinions of (i) the Company’s British Virgin Islands counselXxxxxx Xxxxxxx xxxxxxx, Xxxxxx Westwood & RiegelsXxxxx Xxxxx Hong Kong LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Beijing Sunland Law Firm, filed as Exhibit 8.1 99.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, as applicable, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt Lxxx & Lxxx LLP, U.S. securities and Hong Kong counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & RiegelsOxxxx, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Jxxxxxxx & Gongcheng Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter Representative shall rely on the opinions of (i) the Company’s British Virgin Cayman Islands counsel, Xxxxxx Westwood & RiegelsOxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Jingtian & Gongcheng Law Firm, filed as Exhibit 8.1 99.4 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLPXxxxxx Xxxxxxx Xxxxxxx & Li LLC, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & RiegelsOgier, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Dentons Law FirmOffices, LLP (Guangzhou), PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter shall rely on the opinions of (i) the Company’s British Virgin Cayman Islands counsel, Xxxxxx Westwood & RiegelsOgier, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Dentons Law FirmOffices, LLP (Guangzhou), filed as Exhibit 8.1 99.7 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLPHxxxxx Xxxxxxx Xxxxxxx & Li LLC, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & RiegelsMxxxxx and Calder (Hong Kong) LLP, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Dentons Law FirmOffices, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter shall rely on the opinions of (i) the Company’s British Virgin Islands counselCxxxxx Xxxxxxx xxxxxxx, Xxxxxx Westwood & Riegelsxxx Cxxxxx (Hong Kong) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Dentons Law FirmOffices, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLPXxxxxx Xxxxxxx Xxxxxxx & Li LLC, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & RiegelsXxxxx (Cayman) LLP, British Virgin Cayman Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Dentons Law FirmOffices, LLP (Guangzhou), PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter shall rely on the opinions of (i) the Company’s British Virgin Cayman Islands counsel, Xxxxxx Westwood & RiegelsOgier (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Dentons Law FirmOffices, LLP (Guangzhou), filed as Exhibit 8.1 99.7 to the Registration Statement.