Form of Opinion of Counsel for the Company. (1) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date of the Underwriting Agreement; each of the Preliminary Prospectus and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and, to the knowledge of such counsel, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or in connection with the offering of the Securities has been initiated or threatened by the Commission.
Form of Opinion of Counsel for the Company. (i) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware with the corporate power and authority under such laws to own its properties and conduct its business as described in the General Disclosure Package and the Prospectus.
Form of Opinion of Counsel for the Company. (a) The Registration Statement is effective under the Securities Act and, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to such counsel’s knowledge, threatened by the Commission; each of the Preliminary Prospectus and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued , no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or in connection with the offering is pending or, to the knowledge of such counsel, threatened by the Commission.
Form of Opinion of Counsel for the Company. [Attached] May [ ], 2016 Sandler X’Xxxxx & Partners, L.P. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: We have acted as counsel to HomeStreet, Inc., a Washington corporation (the “Company”), in connection with the execution and delivery of that certain Purchase Agreement dated as of May [ ], 2016 (the “Purchase Agreement”) entered into between the Company and Sandler X’Xxxxx & Partners, L.P., (the “Initial Purchaser”) in respect of the sale to the Initial Purchaser of $65,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due 2026 (the “Notes”). This opinion letter is provided to you at the request of the Company pursuant to Section 6(f) of the Purchase Agreement. Capitalized terms used but not otherwise defined in this opinion letter shall have the meanings given to such terms in the Purchase Agreement. The law covered by the opinions expressed herein is limited to the laws of the States of Washington and New York and the federal laws of the United States generally applicable to transactions such as those contemplated in the Purchase Agreement. We disclaim any opinion as to the laws of any other jurisdiction. This opinion letter is to be interpreted in accordance with the Guidelines for the Preparation of Closing Opinions (including the appended Legal Opinion Principles) issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 57 Business Lawyer 875 (February 2002) and the Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions as published in 63 Business Lawyer 1277 (August 2008).
Form of Opinion of Counsel for the Company. Opinion of counsel for the Company to be delivered pursuant to Section 5(d) of the Underwriting Agreement. References to the Prospectus in this Exhibit A include any supplements thereto at the Closing Date.
Form of Opinion of Counsel for the Company. (a) The Registration Statement is effective under the Securities Act and the Indenture was qualified under the Trust Indenture Act as of the date and time specified in such opinion, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to such counsel’s knowledge, threatened by the Commission; each of the Preliminary Prospectus and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued , no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or in connection with the offering is pending or, to the knowledge of such counsel, threatened by the Commission.
Form of Opinion of Counsel for the Company. All terms not otherwise defined herein shall have the same meanings as in the Underwriting Agreement.
Form of Opinion of Counsel for the Company. 1. The Indenture, assuming due execution and delivery thereof, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions, and complies as to form in all material respects with the requirements of the Trust Indenture Act.
Form of Opinion of Counsel for the Company. Matters To Be Covered In Opinion of Counsel For The Company [4.4(a)] Each Note Party is duly incorporated, validly existing, in good standing under the laws of the state of its incorporation and has the requisite corporate power and authority to execute, deliver and perform its obligations under the Note Documents to which it is a party. Due authorization, execution and delivery of the Note Documents. Security Documents being legal, valid, binding and enforceable. No conflicts with charter documents, laws or material agreements. All consents required to execute, deliver and perform the Note Documents having been obtained. No litigation questioning validity of the Agreement, the Notes or any other Note Document. The Security Agreement (including, without limitation, the descriptions of the collateral set forth therein and in the exhibits thereto) creates valid security interests in the interests of the Collateral Agent in that portion of Collateral that is described therein in which a security interest can be created under the Uniform Commercial Code (the "UCC"; such interests are referred to collectively as the "SUBJECT PERSONAL PROPERTY"). The financing statements executed concurrently herewith by the Note Parties (collectively the "FINANCING STATEMENTS") are in proper form for filing in the Secretary of State of Texas (the "UCC OFFICE"). Upon the filing of the Financing Statements in the UCC Office, the Collateral Agent will have a valid and perfected security interest in the Subject Personal Property. The Security Agreement, together with the delivery to the Collateral Agent on this date of any certificates representing the Securities Collateral (as defined in the Security Agreement) and any required stock powers and instruments of transfer or assignment, have created in favor of the Collateral Agent a valid and perfected security interest in such Securities Collateral. Assuming the Collateral Agent has acquired its security interest in the Securities Collateral for value and without notice of any adverse claims (as defined in Article 8 of the UCC), the Collateral Agent will have acquired its security interest in the Securities Collateral free of adverse claims. Note Documents (other than the Security Documents) being legal, valid, binding and enforceable. No litigation questioning validity of the Agreement, the Notes or any other Note Document. EXHIBIT 8.6(b) FORM OF NOTICE OF SALE Hastings Entertainment, Inc. 3601 Xxxxxx Xxxx., Xxxxx 0 Xxxxxxxx, Xxxxx...
Form of Opinion of Counsel for the Company. (a) The Registration Statement was declared effective under the Securities Act on August 25, 2003; the Prospectus Supplement was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or, to the knowledge of such counsel, threatened by the Commission.
