Form of Legal Opinion. 1. The Company is a corporation validly existing and in good standing under the laws of the state of its incorporation.
Form of Legal Opinion. 1) The Company is a corporation duly formed and validly existing in good standing under the laws of the State of Delaware.
Form of Legal Opinion. 1. Each of the Closing Documents is a valid and binding obligation of the Acquired Company, enforceable by Purchaser against the Acquired Company in accordance with its terms.
Form of Legal Opinion. 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
Form of Legal Opinion. Based upon and subject to the foregoing, we are of the opinion that:
Form of Legal Opinion. On the basis of the foregoing, in reliance thereon and with the foregoing qualifications, Company Counsel is of the opinion that:
Form of Legal Opinion. 1) The Company/Subsidiary is a corporation duly formed and validly existing in good standing under the laws of the State of Delaware.
Form of Legal Opinion. November , 2008 To the Purchasers Set Forth on Schedule A Hereto RE: ARYx Therapeutics, Inc. Ladies and Gentlemen: We have acted as counsel for ARYx Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of [ ] “Common Stock”), and warrants (the “Warrants”) to purchase up to [ ] shares of the Common Stock (the “Warrant Shares,” and, collectively with the Shares and Warrants, the “Securities”), to the Purchasers under the Securities Purchase Agreement dated as of November 11, 2008 (the “Purchase Agreement”). We are rendering this opinion pursuant to Section 5.1(f) of the Purchase Agreement. Except as otherwise defined herein, capitalized terms used but not defined herein have the respective meanings given to them in the Purchase Agreement. In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Purchase Agreement by the various parties and originals or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon certificates of officers of the Company and have not sought to independently verify such matters. Where we render an opinion “to our knowledge” or concerning an item “known to us” or our opinion otherwise refers to our knowledge, it is based solely upon (i) an inquiry of attorneys within this firm who have represented the Company in this transaction, (ii) receipt of a certificate executed by an officer of the Company covering such matters and (iii) such other investigation, if any, that we specifically set forth herein. In rendering this opinion, we have assumed: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to originals of all documents submitted to us as copies; (iii) the accuracy, completeness and authenticity of certificates of public officials; (iv) the due authorization, execution and delivery of all documents (except the due authorization, execution and delivery by the Company of the Purchase Agreement, the Registration Rights Agreement and the Warrants (together, the “Transaction Documents”)), where authorization, execution and delivery are prerequisites to the effectiveness of such documents; and (v) the genuineness and authenticity of all sig...
Form of Legal Opinion. 1. Each of the Company and the Bank (a) has been organized, chartered or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, and (b) has all requisite power and authority to carry on its business and to own, lease and operate its respective properties and assets as such business is currently conducted.
Form of Legal Opinion. A. As to the valid existence of each of the Company under the laws of its jurisdiction of incorporation;
