Common use of FORM OF OPINION Clause in Contracts

FORM OF OPINION. 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

FORM OF OPINION. 1. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets, and to carry on its business as presently conductedDelaware. The Company is duly qualified to transact business as a foreign corporation to do business and is in good standing in every jurisdiction New York, New Jersey and California and there are no other jurisdictions in which the failure to so qualify would have a Material Adverse Effectproperties and assets owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary.

FORM OF OPINION. 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite Delaware, with corporate power and authority to own, lease and operate its properties and assets, and to carry on conduct its business as presently conducted. The described in the Company’s latest Form 10-K or 10-Q filed by the Company is duly qualified under the Securities Exchange Act of 1934, as a foreign corporation amended, (the “Exchange Act”) and the rules and regulations of the Commission thereunder (the “Public Filings”) and to do business enter into and is in good standing in every jurisdiction in which perform its obligations under the failure to so qualify would have a Material Adverse EffectStandby Equity Distribution Agreement.

FORM OF OPINION. 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite Delaware, with corporate power and authority to own, lease and operate its properties and assets, and to carry on conduct its business as presently conducted. The described in the Company’s public filings, including reports filed or furnished by the Company is duly qualified under the Securities Exchange Act of 1934, as a foreign corporation amended, (the “Exchange Act”) and the rules and regulations of the Commission thereunder (the “Public Filings”) and to do business enter into and is in good standing in every jurisdiction in which perform its obligations under the failure to so qualify would have a Material Adverse EffectStandby Equity Distribution Agreement.