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 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 Ontario, British Columbia, and Alberta (or alternatively make arrangements to have such opinions directly addressed to the Underwriter) and as to matters of fact, on certificates of governmental authorities and officers of the Company and letters from stock exchange representatives and transfer agents. (ii) The Underwriter shall have received at the Closing Time a legal opinion of U.S. counsel to the Company, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the Underwriter, acting reasonably. (iii) The Underwriter shall have received at the Closing Time a legal opinion of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the Underwriter; provided that 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 the Provinces of Ontario, British Columbia, and Alberta. (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 U.S. counsel to the Underwriter and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to the Company. (v) The Underwriter shall have received at the Closing Time a legal opinion of Xxxxxx 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 legal opinion of Xxxxxx and Xxxxxx (Cayman) LLP, as Cayman counsel to the Selling Shareholder, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the Underwriter.

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 Xxxxxx Xxxxxx Xxxxxxx Stikeman Elliott 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 Ontariothe laws of Canada and of the provinces of Alberta, British Columbia, Ontario and Alberta Québec (or alternatively 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, on certificates of governmental authorities 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 of U.S. counsel to dated the Company, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLPClosing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & 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 & 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 & Xxxx LLP, as U.S. counsel to Bain 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 of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to dated the UnderwriterClosing 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 Loyens & 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 UnderwriterUnderwriter with respect to certain matters in Section 15.1(i); provided that counsel to the Underwriter 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 the Provinces of OntarioCanada, Alberta, British Columbia, Québec and Alberta. (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 LLPOntario, as U.S. 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 Underwriter and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel Company with respect to the Company. (v) The Underwriter shall have received at the Closing Time a legal opinion certain of Xxxxxx 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 Underwritersuch matters. (vi) The Underwriter shall have received at the Closing Time a legal opinion of Xxxxxx and Xxxxxx (Cayman) letter from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as Cayman U.S. counsel to the Selling ShareholderUnderwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the UnderwriterUnderwriter 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 Xxxxxx Xxxxxx Stikeman Xxxxxxx LLPXXX, 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 Ontariothe laws of Canada and of the provinces of Alberta, British Columbia, Ontario and Alberta Québec (or alternatively 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, on certificates of governmental authorities 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 of U.S. counsel to dated the Company, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLPClosing 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 of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to dated the UnderwriterClosing 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 UnderwriterUnderwriter with respect to certain matters in Section 15.1(i); provided that counsel to the Underwriter 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 the Provinces of OntarioCanada, Alberta, British Columbia, Québec and Alberta. (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 LLPOntario, as U.S. 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 Underwriter and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel Company with respect to the Company. (v) The Underwriter shall have received at the Closing Time a legal opinion certain of Xxxxxx 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 Underwritersuch matters. (vi) The Underwriter shall have received at the Closing Time a legal opinion of Xxxxxx and Xxxxxx (Cayman) letter from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as Cayman U.S. counsel to the Selling ShareholderUnderwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the UnderwriterUnderwriter 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, if required for opinion purposes, counsel to the UnderwriterUnderwriters) from 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 Ontario, British Columbia, and Alberta (or alternatively make arrangements to have such opinions directly addressed to the UnderwriterUnderwriters) and as to matters of fact, on certificates of governmental authorities and officers of the Company and letters from stock exchange representatives and transfer agents. (ii) The Underwriter Underwriters shall have received at the Closing Time a legal opinion of U.S. counsel to the Company, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably. (iii) The Underwriter Underwriters shall have received at the Closing Time a legal opinion of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to the UnderwriterUnderwriters, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, dated the Closing Date, addressed to the UnderwriterUnderwriters; provided that counsel to the Underwriter 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 the Provinces of Ontario, British Columbia, and Alberta. (iv) The Underwriter Underwriters shall have received at the Closing Time a legal opinion from Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, as U.S. counsel to the Underwriters, dated the Closing Date, addressed to the Underwriters in form and substance satisfactory to the Underwriters, acting reasonably, and such counsel shall have received such documentation and information as they may reasonably request to enable them to pass upon such information. (v) The Underwriters shall have received at the Closing Time a customary “10b-5” letter from each of (i) Xxxxxxx, Arps, Slate, Xxxxxxx and Xxxx LLP, as U.S. counsel to the Underwriter Underwriters and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel to the Company. (v) The Underwriter shall have received at the Closing Time a legal opinion of Xxxxxx 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 legal opinion of Xxxxxx and Xxxxxx (Cayman) LLP, as Cayman counsel to the Selling Shareholder, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the Underwriter.

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, if required for opinion purposes, counsel to the UnderwriterUnderwriters) from Xxxxxx Xxxxxx Xxxxxxx 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 Ontario, British Columbia, Québec, and Alberta (or alternatively make arrangements to have such opinions directly addressed to the UnderwriterUnderwriters) and as to matters of fact, on certificates of governmental authorities and officers of the Company and letters from stock exchange representatives and transfer agents. (ii) The Underwriter Underwriters shall have received at the Closing Time a legal opinion (including customary “10b-5” negative assurance, and such counsel shall have received such documentation and information as they may reasonably request to enable them to pass upon such information) from Xxxxxxxxx & Xxxxxxx LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriters, acting reasonably. (iii) The Underwriters shall have received at the Closing Time a legal opinion of U.S. Xxxxxx Xxxxxx Gervais LLP, as Canadian counsel to the Company, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLPUnderwriters, in form and substance satisfactory to the Underwriter, acting reasonably. (iii) The Underwriter shall have received at the Closing Time a legal opinion of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to the Underwriter, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, dated the Closing Date, addressed to the UnderwriterUnderwriters; provided that counsel to the Underwriter 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 the Provinces of Ontario, British Columbia, and Alberta. (iv) The Underwriter Underwriters shall have received at the Closing Time a legal opinion from Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, as U.S. counsel to the Underwriters, dated the Closing Date, addressed to the Underwriters in form and substance satisfactory to the Underwriters, acting reasonably, and such counsel shall have received such documentation and information as they may reasonably request to enable them to pass upon such information. (v) The Underwriters shall have received at the Closing Time a customary “10b-5” letter from each of (i) Xxxxxxx, Arps, Slate, Xxxxxxx and Xxxx LLP, as U.S. counsel to the Underwriter Underwriters, and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, such counsel shall have received such documentation and information as U.S. counsel they may reasonably request to the Companyenable them to pass upon such information. (vvi) The Underwriter Underwriters shall have received at the Closing Time a legal opinion of Xxxxxx Xxxx Xxxxxxxxx Canada from Dentons LLP, as Canadian counsel to the Selling ShareholderCompany’s Kazakh counsel, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, dated the Closing Date, addressed to the UnderwriterUnderwriters, 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. (vivii) The Underwriter Underwriters shall have received at the Closing Time a legal opinion of from Xxxxxx and Xxxxxx (Cayman) LLP& Loeff Switzerland LLC, as Cayman counsel to the Selling ShareholderCompany’s Switzerland counsel, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, dated the Closing Date, addressed to the UnderwriterUnderwriters, 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, and if required for opinion purposes, counsel to the Underwriter) from Xxxxxx Xxxxxx Xxxxxxx Stikeman Elliott 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 Ontariothe laws of Canada and of the provinces of Alberta, British Columbia, Ontario and Alberta Québec (or alternatively 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, on certificates of governmental authorities 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 of U.S. counsel to dated the Company, Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLPClosing 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 of Xxxxxxxx Xxxxxx XXX, as Canadian counsel to dated the UnderwriterClosing 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 UnderwriterUnderwriter with respect to certain matters in Section 15.1(i); provided that counsel to the Underwriter 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 the Provinces of OntarioCanada, Alberta, British Columbia, Québec and Alberta. (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 LLPOntario, as U.S. 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 Underwriter and (ii) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as U.S. counsel Company with respect to the Company. (v) The Underwriter shall have received at the Closing Time a legal opinion certain of Xxxxxx 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 Underwritersuch matters. (vi) The Underwriter shall have received at the Closing Time a legal opinion of Xxxxxx and Xxxxxx (Cayman) letter from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as Cayman U.S. counsel to the Selling ShareholderUnderwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, dated the Closing Date, addressed to the UnderwriterUnderwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare such a letter.