Common use of Delivery of Opinions Clause in Contracts

Delivery of Opinions. (i) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter (and if required for opinion purposes, counsel to the Underwriter) from Stikeman Elliott LLP, Canadian counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than the laws of Canada and of the provinces of Alberta, British Columbia, Ontario and Québec (or alternatively, make arrangements to have such opinions directly addressed to the Underwriter and counsel to the Underwriter), and all of such counsel may rely upon, as to matters of fact, certificates of the auditors of the Company, public officials and officers of the Company as applicable, and letters from stock exchange representatives and transfer agents, substantially in the form of Exhibit 1 hereto. (ii) The Underwriter shall have received at the Closing Time (i) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, as U.S. counsel to Bain, as to the laws of the United States, substantially in the form of Exhibit 4 hereto. (iii) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Xxxxxxxxx XxXxxxxx LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto. (iv) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Xxxxxx and Xxxxxx (Cayman) LLP, on behalf of Bain, substantially in the form of Exhibit 6 hereto. (v) The Underwriter shall have received at the Closing Time a legal opinion of XxXxxxxx Xxxxxxxx LLP, dated the Closing Date, addressed to the Underwriter with respect to certain matters in Section 15.1(i); provided that XxXxxxxx Xxxxxxxx LLP shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, Alberta, British Columbia, Québec and Ontario, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company; and provided further that such counsel shall be entitled to rely on the opinions of counsel to the Company with respect to certain of such matters. (vi) The Underwriter shall have received at the Closing Time a letter from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to the Underwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare such a letter.

Delivery of Opinions. (i) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter (and and, if required for opinion purposes, counsel to the Underwriter) from Stikeman Elliott Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel to the Company, as to the laws of Canada and the Canadian Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of provinces other than the laws of Canada and of the provinces of AlbertaOntario, British Columbia, Ontario and Québec Alberta (or alternatively, alternatively make arrangements to have such opinions directly addressed to the Underwriter Underwriter) and counsel to the Underwriter), and all of such counsel may rely upon, as to matters of fact, on certificates of the auditors of the Company, public officials governmental authorities and officers of the Company as applicable, and letters from stock exchange representatives and transfer agents, substantially in the form of Exhibit 1 hereto. (ii) The Underwriter shall have received at the Closing Time (i) a legal opinion dated of U.S. counsel to the Closing DateCompany, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, as U.S. counsel to Bain, as to the laws of the United States, substantially in the form of Exhibit 4 hereto. (iii) The Underwriter shall have received at the Closing Time a legal opinion dated of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to the Closing DateUnderwriter, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Xxxxxxxxx XxXxxxxx LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto. (iv) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Xxxxxx and Xxxxxx (Cayman) LLP, on behalf of Bain, substantially in the form of Exhibit 6 hereto. (v) The Underwriter shall have received at the Closing Time a legal opinion of XxXxxxxx Xxxxxxxx LLP, dated the Closing Date, addressed to the Underwriter with respect to certain matters in Section 15.1(i)Underwriter; provided that XxXxxxxx Xxxxxxxx LLP counsel to the Underwriter shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, Albertathe Provinces of Ontario, British Columbia, Québec and OntarioAlberta. (iv) The Underwriter shall have received at the Closing Time a customary “10b-5” letter from each of (i) Xxxxxxx, Arps, Slate, Xxxxxxx and Xxxx LLP, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company; and provided further that such counsel shall be entitled to rely on the opinions of U.S. counsel to the Company with respect Underwriter and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to certain the Company. (v) The Underwriter shall have received at the Closing Time a legal opinion of such mattersXxxxxx Xxxx Xxxxxxxxx Canada LLP, as Canadian counsel to the Selling Shareholder, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the Underwriter. (vi) The Underwriter shall have received at the Closing Time a letter from Xxxxxxx Xxxxxxx & Xxxxxxxx legal opinion of Xxxxxx and Xxxxxx (Cayman) LLP, as U.S. Cayman counsel to the Underwriter, dated the Closing DateSelling Shareholder, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the Underwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare such a letterUnderwriter.

Delivery of Opinions. (i) The Underwriter Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, addressed to the Underwriter Underwriters (and and, if required for opinion purposes, counsel to the UnderwriterUnderwriters) from Stikeman Elliott Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel to the Company, as to the laws of Canada and the Canadian Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of provinces other than the laws of Canada and of the provinces of AlbertaOntario, British Columbia, Ontario and Québec Alberta (or alternatively, alternatively make arrangements to have such opinions directly addressed to the Underwriter Underwriters) and counsel to the Underwriter), and all of such counsel may rely upon, as to matters of fact, on certificates of the auditors of the Company, public officials governmental authorities and officers of the Company as applicable, and letters from stock exchange representatives and transfer agents, substantially in the form of Exhibit 1 hereto. (ii) The Underwriter shall have received at the Closing Time (i) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, as U.S. counsel to Bain, as to the laws of the United States, substantially in the form of Exhibit 4 hereto. (iii) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Xxxxxxxxx XxXxxxxx LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto. (iv) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Xxxxxx and Xxxxxx (Cayman) LLP, on behalf of Bain, substantially in the form of Exhibit 6 hereto. (v) The Underwriter Underwriters shall have received at the Closing Time a legal opinion of XxXxxxxx U.S. counsel to the Company, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the Underwriters, acting reasonably. (iii) The Underwriters shall have received at the Closing Time a legal opinion of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated the Closing Date, addressed to the Underwriter with respect to certain matters in Section 15.1(i)Underwriters; provided that XxXxxxxx Xxxxxxxx LLP counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, Albertathe Provinces of Ontario, British Columbia, Québec and Ontario, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company; and provided further that such counsel shall be entitled to rely on the opinions of counsel to the Company with respect to certain of such mattersAlberta. (viiv) The Underwriter Underwriters shall have received at the Closing Time a letter legal opinion from Xxxxxxx Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, as U.S. counsel to the UnderwriterUnderwriters, dated the Closing Date, addressed to the Underwriters in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, addressed to the Underwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare pass upon such information. (v) The Underwriters shall have received at the Closing Time a lettercustomary “10b-5” letter from each of (i) Xxxxxxx, Arps, Slate, Xxxxxxx and Xxxx LLP, as U.S. counsel to the Underwriters and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to the Company.

Delivery of Opinions. (i) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter (and if required for opinion purposes, counsel to the Underwriter) from Stikeman Elliott LLP, Canadian counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than the laws of Canada and of the provinces of Alberta, British Columbia, Ontario and Québec (or alternatively, make arrangements to have such opinions directly addressed to the Underwriter and counsel to the Underwriter), and all of such counsel may rely upon, as to matters of fact, certificates of the auditors of the Company, public officials and officers of the Company as applicable, and letters from stock exchange representatives and transfer agents, substantially in the form of Exhibit 1 hereto. (ii) The Underwriter shall have received at the Closing Time (i) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray Xxxx LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray Xxxx LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray Xxxx LLP, as U.S. counsel to BainBain and the Additional Selling Shareholders, as to the laws of the United States, substantially in the form of Exhibit 4 hereto. (iii) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Xxxxxxxxx XxXxxxxx LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto. (iv) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Xxxxxx and Xxxxxx (Cayman) LLPLoyens & Loeff, on behalf of Bain, substantially in the form of Exhibit 6 hereto. (v) The Underwriter shall have received at the Closing Time a legal opinion of XxXxxxxx Xxxxxxxx LLP, dated the Closing Date, addressed to the Underwriter with respect to certain matters in Section 15.1(i); provided that XxXxxxxx Xxxxxxxx LLP shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, Alberta, British Columbia, Québec and Ontario, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company; and provided further that such counsel shall be entitled to rely on the opinions of counsel to the Company with respect to certain of such matters. (vi) The Underwriter shall have received at the Closing Time a letter from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to the Underwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare such a letter.

Delivery of Opinions. (i) The Underwriter Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, addressed to the Underwriter Underwriters (and and, if required for opinion purposes, counsel to the UnderwriterUnderwriters) from Stikeman Elliott XxXxxxxx Xxxxxxxx LLP, Canadian counsel to the Company, as to the laws of Canada and the Canadian Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of provinces other than the laws of Canada and of the provinces of AlbertaOntario, British Columbia, Ontario Québec, and Québec Alberta (or alternatively, alternatively make arrangements to have such opinions directly addressed to the Underwriter Underwriters) and counsel to the Underwriter), and all of such counsel may rely upon, as to matters of fact, on certificates of the auditors of the Company, public officials governmental authorities and officers of the Company as applicable, and letters from stock exchange representatives and transfer agents, substantially in the form of Exhibit 1 hereto. (ii) The Underwriter Underwriters shall have received at the Closing Time (i) a legal opinion dated the Closing Date(including customary “10b-5” negative assurance, in form and substance satisfactory such counsel shall have received such documentation and information as they may reasonably request to the Underwriter, acting reasonably, addressed enable them to the Underwriter pass upon such information) from Ropes Xxxxxxxxx & Gray LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray Xxxxxxx LLP, U.S. counsel to the Company, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, as U.S. counsel to Bain, as to the laws of the United States, substantially in the form of Exhibit 4 hereto. (iii) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Xxxxxxxxx XxXxxxxx LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto. (iv) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Xxxxxx and Xxxxxx (Cayman) LLP, on behalf of Bain, substantially in the form of Exhibit 6 hereto. (v) The Underwriter Underwriters shall have received at the Closing Time a legal opinion of XxXxxxxx Xxxxxxxx Xxxxxx Xxxxxx Gervais LLP, as Canadian counsel to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated the Closing Date, addressed to the Underwriter with respect to certain matters in Section 15.1(i)Underwriters; provided that XxXxxxxx Xxxxxxxx LLP counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, Albertathe Provinces of Ontario, British Columbia, Québec and Ontario, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company; and provided further that such counsel shall be entitled to rely on the opinions of counsel to the Company with respect to certain of such mattersAlberta. (viiv) The Underwriter Underwriters shall have received at the Closing Time a letter legal opinion from Xxxxxxx Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, as U.S. counsel to the UnderwriterUnderwriters, dated the Closing Date, addressed to the Underwriters in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, addressed to the Underwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare pass upon such information. (v) The Underwriters shall have received at the Closing Time a lettercustomary “10b-5” letter from Xxxxxxx, Arps, Slate, Xxxxxxx and Xxxx LLP, as U.S. counsel to the Underwriters, and such counsel shall have received such documentation and information as they may reasonably request to enable them to pass upon such information. (vi) The Underwriters shall have received at the Closing Time a legal opinion from Dentons LLP, the Company’s Kazakh counsel, in form and substance satisfactory to the Underwriters, acting reasonably, dated the Closing Date, addressed to the Underwriters, as to the formation and existence of JV Inkai and its qualification to carry on business, and as to the Company’s ownership of a 40% limited liability partnership interest in JV Inkai. (vii) The Underwriters shall have received at the Closing Time a legal opinion from Xxxxxx & Loeff Switzerland LLC, the Company’s Switzerland counsel, in form and substance satisfactory to the Underwriters, acting reasonably, dated the Closing Date, addressed to the Underwriters, as to the formation and existence of Cameco Europe Ltd and its qualification to carry on business.

Delivery of Opinions. (i) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter (and if required for opinion purposes, counsel to the Underwriter) from Stikeman Elliott LLPXxxxxxx XXX, Canadian counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than the laws of Canada and of the provinces of Alberta, British Columbia, Ontario and Québec (or alternatively, make arrangements to have such opinions directly addressed to the Underwriter and counsel to the Underwriter), and all of such counsel may rely upon, as to matters of fact, certificates of the auditors of the Company, public officials and officers of the Company as applicable, and letters from stock exchange representatives and transfer agents, substantially in the form of Exhibit 1 hereto. (ii) The Underwriter shall have received at the Closing Time (i) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, as U.S. counsel to Bain, as to the laws of the United States, substantially in the form of Exhibit 4 hereto. (iii) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Xxxxxxxxx XxXxxxxx LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto. (iv) The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Xxxxxx and Xxxxxx (Cayman) LLP, on behalf of Bain, substantially in the form of Exhibit 6 hereto. (v) The Underwriter shall have received at the Closing Time a legal opinion of XxXxxxxx Xxxxxxxx LLP, dated the Closing Date, addressed to the Underwriter with respect to certain matters in Section 15.1(i); provided that XxXxxxxx Xxxxxxxx LLP shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, Alberta, British Columbia, Québec and Ontario, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company; and provided further that such counsel shall be entitled to rely on the opinions of counsel to the Company with respect to certain of such matters. (vi) The Underwriter shall have received at the Closing Time a letter from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to the Underwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare such a letter.