Common use of Legal Opinion Clause in Contracts

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date date of this Agreement and within three (3) five Trading Days of after each Representation Date with respect to for which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) A for which no waiver is applicable, the Company shall will cause to be furnished to Xxxxx a Ascendiant written opinion opinions of Xxxxxx Oxxxxx Frome Wolosky LLP (“Company Counsel”), or other counsel reasonably satisfactory to XxxxxAscendiant, in form and substance reasonably satisfactory to Xxxxx Ascendiant and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company will be required to furnish to Ascendiant no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel may furnish Xxxxx Ascendiant with a letter (a “Reliance Letter”) to the effect that Xxxxx Ascendiant may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall will be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, in form and substance reasonably satisfactory to Xxxxx and its counsel, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx & Xxxxxxx, LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion and negative assurance letter is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions opinion for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a negative assurances letter and written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m8(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Agent a written opinion of Xxxxxx Xxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to XxxxxAgent, in form and substance reasonably satisfactory to Xxxxx Agent and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Agent may rely on a prior opinion delivered under this Section 7(n8(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Xxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions opinion for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Xxxxxxx Procter LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxx Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx (i) a written opinion of Xxxxxx Xxxxxxx Procter LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions opinion for subsequent Representation Bring-Down Dates, Company Counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion and negative assurance letter of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is and negative assurance letter are required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions and negative assurance letters for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP Xxxxxxx PLLC (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and a negative assurance letter of Xxxxxx Ropes & Xxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in the forms attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(2), respectively, or in a form and with substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions and negative assurances for subsequent Representation Dates, Company Counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion and negative assurance letter delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three two (32) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Cxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and thereafter within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m7(l) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP Xxxxx Day (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a negative assurances letter and written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cxxxx a written opinion of Xxxxxx Gxxxxxx Procter LLP (“Company Counsel”), or other counsel reasonably satisfactory to XxxxxCxxxx, in form and substance satisfactory to Xxxxx Cxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Cxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx Cxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx & Xxxxxxx, LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”)Xxxxxxxx LLP, counsel for the Company, or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) and for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three one (31) Trading Days Day of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to XX Xxxxx a written opinion of Xxxxxx & Xxxxxxx, LLP (“Company Counsel”), or other counsel satisfactory to XX Xxxxx, in form and substance satisfactory to XX Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish XX Xxxxx with a letter (a “Reliance Letter”) to the effect that XX Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three two (32) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(n)(i) and Exhibit 7(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion and negative assurance letter of Xxxxxx Xxxxxxxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three two (32) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion and a negative assurance letter of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Gross Xxxxxx Xxxxxx Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three one (31) Trading Days Day of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to XX Xxxxx a written opinion of Xxxxxx Xxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to XX Xxxxx, in form and substance reasonably satisfactory to XX Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish XX Xxxxx with a letter (a “Reliance Letter”) to the effect that XX Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three two (32) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx LLP (“Company Counsel”)Xxxxxxx Xxxxxxx, LLP, counsel to the Company, and Xxxxxxx XxXxx Xxxxx LLC, regulatory counsel for the Company, or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel such counsels may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three two (32) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Xxxxxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Xxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx HCW (i) a written opinion of Xxxxxx LLP (“Company Counsel”)LLP, or other as counsel satisfactory to Xxxxxthe Company, in form and substance satisfactory to Xxxxx HCW and its counsel and (ii) a written opinion of Xxxxxx Xxxxxxxx LLP, as intellectual property counsel for the Company, in such form and substance satisfactory to HCW and its counsel, each such opinion dated the date that the such opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall be required to furnish HCW no more than one opinion under subsection (n)(ii) per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Dates, Company Counsel such counsels may furnish Xxxxx HCW with a letter (a “Reliance Letter”) to the effect that Xxxxx HCW may rely on a prior opinion delivered by such firm under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx Xxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three one (31) Trading Days Day of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to XX Xxxxx a written legal opinion and negative assurance letter of Xxxxxx LLP Xxxxx, Xxxxx, Xxxx, Xxxxxx, Glovsky and Xxxxx, P.C. (“Company Counsel”), or other counsel satisfactory to XX Xxxxx, in form and substance satisfactory to XX Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions the legal opinion for subsequent Representation Bring-Down Dates, Company Counsel may furnish XX Xxxxx with a letter (a “Reliance Letter”) to the effect that XX Xxxxx may rely on a prior legal opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”) and a written opinion of Xxxxx Day LLP (“Company IP Counsel”), or other counsel satisfactory to XxxxxCowen, each in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a written opinion of Xxxxxx & Xxxxxxx LLP (“"Company Counsel”"), or other counsel satisfactory to Xxxxx, in form and substance reasonably satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx with a letter (a “"Reliance Letter”") to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date date that the first Securities are sold pursuant to the terms of this Agreement, and within three (3) Trading Days of each Representation Date with respect to which the Company is Company, the Adviser and the Administrator are obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) D-1 or Exhibit D-2, as applicable, for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx a Placement Agent written opinion opinions of Xxxxxx Dechert LLP (“Company Counsel”), or other counsel satisfactory to XxxxxPlacement Agent, in the form and substance satisfactory to Xxxxx and its counselset forth in Exhibit E hereto, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel any such counsel may furnish Xxxxx Placement Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx Placement Agent may rely on a prior opinion delivered under this Section 7(n7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to XxxxxCowen, in form and substance reasonably satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions opinion for subsequent Representation Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(mpursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to Xxxxx the Agent a written opinion of Xxxxxx Cxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to Xxxxxthe Agent, in form and substance satisfactory to Xxxxx Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be delivered, respectivelyAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel counsel may furnish Xxxxx the Agent with a letter (a “Reliance Letter”) to the effect that Xxxxx the Agent may rely on a prior opinion delivered under this Section 7(n7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Ropes & Gray LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions opinion for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to XX Xxxxx a written opinion and negative assurance letter of Xxxxxx Sidley Austin LLP (“Company Counsel”), or other counsel satisfactory to XX Xxxxx, in form and substance satisfactory to XX Xxxxx and its counsel, dated the date that the such opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions opinion for subsequent Representation Bring-Down Dates, Company Counsel counsel may furnish XX Xxxxx with a letter (a “Reliance Letter”) to the effect that XX Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit pursuant to Section 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx (i) a written opinion of Xxxxxx LLP the Company’s outside corporate and securities counsel and (“Company Counsel”)ii) a written opinion of the Company’s intellectual property counsel, or other counsel satisfactory to Xxxxx, each in form and substance satisfactory to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that only one opinion pursuant to subsection (ii) shall be required in any rolling 12-month period and, provided, further, in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel such counsel may furnish Xxxxx with a letter (a “Reliance Letter”) to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Xxxxx Cowen a written opinion of Xxxxxx Xxxxxxxxx & Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to XxxxxCowen, in form and substance satisfactory to Xxxxx Cowen and its counsel, dated the date that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel may furnish Xxxxx Cowen with a letter (a “Reliance Letter”) to the effect that Xxxxx Cowen may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).