Company REIT Opinion. Parent shall have received a written opinion of Xxxxxxxx & Xxxxxxxx LLP, or other counsel to the Company, in form and substance reasonably satisfactory to Parent and on which Parent shall be entitled to rely, dated as of the Closing Date, that the Company, commencing with its taxable year ended December 31, 2014 was organized and has operated in conformity with the requirements for qualification and taxation as a REIT under Sections 856 through 860 of the Code and its actual method of operation will enable Company to meet, through the Closing, the requirements for qualification and taxation as a REIT under the Code. Such opinion shall be based upon customary assumptions and customary representations contained in an officer’s certificate executed by the Company and the Company Subsidiaries.
Company REIT Opinion. Parent shall have received the written opinion (the “Company REIT Opinion”) of Sidley Austin LLP (or other nationally recognized legal counsel reasonably acceptable to Parent and the Company), substantially in the form of Exhibit F to this Agreement, dated as of the Closing Date, to the effect that, for all taxable periods from its taxable year ended December 31, 2015 through the Closing Date, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as REIT under the Code. In rendering the Company REIT Opinion, legal counsel may rely upon the representations contained in the Company REIT Representation Letter dated as of the Closing Date, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.
Company REIT Opinion. Parent shall have received with respect to the Company, a written opinion of Proskauer Rose LLP (or other counsel to Company reasonably acceptable to Parent), counsel to the Company, dated as of the Closing Date and in form and substance attached hereto as Exhibit F (and in the case of such other counsel rendering such opinion, in the form of such other counsel’s standard REIT opinion that is reasonably acceptable to Parent), to the effect that, for all taxable periods commencing with its taxable year ended December 31, 2013, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that its current organization and actual method of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year which ends on the REIT Merger Effective Time (which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in the Company Tax Letter).
Company REIT Opinion. Parent shall have received the written opinion (the “Company REIT Opinion”) of King & Spalding LLP (or other Company counsel reasonably acceptable to Parent), dated as of the Closing Date and in the form set forth in Exhibit B, to the effect that for all Taxable periods commencing with its Taxable year ended December 31, 2015, the Company has been organized and operated in conformity with the requirements for qualification and Taxation as a REIT under the Code (which opinion shall be based upon the representation letter described in Section 6.12(e)(ii)).
