Common use of Legal Opinions Clause in Contracts

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxx X. Xxxxxxxx, Bermuda general counsel to the Guarantor, substantially in the form of Exhibit D-2. Xcel Energy Inc. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Weil, Gotshal & Xxxxxx LLP, New York counsel to the Borrower, the Canadian Borrower and New York counsel to the Guarantortheir Subsidiaries, substantially in the form of Exhibit D-1F; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limitedlocal counsel in each of New York, Bermuda counsel to the GuarantorDelaware, substantially in the form of Exhibit D-2Missouri, California, Texas, and Canada. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedX. Xxxxxxx, Bermuda general counsel to the Guarantor, substantially in the form of Exhibit D-2. Xcel Energy Inc. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Xxxxxx, Hall & Xxxxxxx LLP, New York special counsel to the Borrower Borrower, in form and substance satisfactory to the Administrative Agent (including, without limitation, matters governed by New York counsel to the Guarantor, substantially in the form of Exhibit D-1law); and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxxx and Wedge, Bermuda Nevada counsel to the GuarantorBorrower, substantially in form and substance satisfactory to the form of Exhibit D-2Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Faegre Xxxxx Xxxxxxx Xxxx & Xxxxxxx LimitedLLP, Bermuda local counsel to the Guarantor, substantially in the form of Exhibit D-2Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxx and Xxxx LLP, special New York counsel to of the Borrower and New York counsel its Subsidiaries reasonably acceptable to the Guarantor, substantially in the form of Exhibit D-1Administrative Agent; and (ii) if requested by the Administrative Agent, legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel opinions from firms reasonably acceptable to the Guarantor, substantially in the form of Exhibit D-2Administrative Agent for each Foreign Subsidiary Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx Hinkle, Hensley, Xxxxxx & Xxxxxxx Limited, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2Xxxxxx. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxx Xxxxxxxx, Bermuda counsel to the GuarantorAssistant General Counsel, substantially in the form of Exhibit D-2. Xcel Energy Services Inc. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPVinsxx & Xlkixx, New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1F; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limitedlocal counsel in each of California, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2Pennsylvania and Ontario. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the GuarantorGroup Members, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda local counsel in Nevada to the Guarantor, Group Members substantially in the form of Exhibit D-2; and (iii) the legal opinion such other special and local counsel as may be required by the Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPWinston & Xxxxxx, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxxxxx, Xxxx & Xxxxxxx Limitedand Xxxxxxx, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPMcAfee & Xxxx, New York counsel to the Borrower and New York counsel to the GuarantorLoan Parties, substantially in the form of Exhibit D-1F-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxxxx Xxxxxx Xxxxxx, Bermuda counsel LLP, as to certain FCC, PUC and other regulatory matters with respect to the GuarantorParent, DOC and its Subsidiaries, substantially in the form of Exhibit D-2F-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to Xxxxx Limited as the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel to Xxxxx Limited as the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPXxxxxx Xxxxxx, New York Esquire, counsel to the Borrower and New York counsel to each of the GuarantorInitial Guarantors, substantially in the form of Exhibit D-1; and F and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxx, Bermuda counsel to the GuarantorBorrower and each of the Initial Guarantors, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.G.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedX. Xxxxxxxx, Bermuda general counsel to of the Guarantor, substantially in the form of Exhibit D-2Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxx, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx Hinkle, Hensley, Xxxxxx & Xxxxxxx LimitedXxxxxx, Bermuda LLP, counsel to the Guarantor, substantially in the form of Exhibit D-2Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Cxxxxx, Hall & Sxxxxxx LLP, New York special counsel to the Borrower Borrower, in form and substance satisfactory to the Administrative Agent (including, without limitation, matters governed by New York counsel to the Guarantor, substantially in the form of Exhibit D-1law); and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedWxxxxxxx and Wedge, Bermuda Nevada counsel to the GuarantorBorrower, substantially in form and substance satisfactory to the form of Exhibit D-2Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the -------------- following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Fenwick & West LLP, New York counsel to the Borrower and New York counsel its Subsidiaries, in form and substance satisfactory to the Guarantor, substantially in the form of Exhibit D-1Administrative Agent; and (ii) the legal opinion of Xxxxxxx Xxxx Winthrop, Stimson, Xxxxxx & Xxxxxxx LimitedXxxxxxx, Bermuda special New York counsel to the GuarantorBorrower and its Subsidiaries, substantially in form and substance satisfactory to the form of Exhibit D-2Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Winston & Xxxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxxxxx, Xxxx & Xxxxxxx Limitedand Xxxxxxx, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPXxxxxx & Xxxxxx, New York L.L.P., counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1E-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxx Xxxxxxxx, Bermuda Esq., general counsel to of the GuarantorBorrower and its Subsidiaries, substantially in the form of Exhibit D-2E-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received received, with a counterpart for each Lender, the following executed legal opinions: (i) the executed legal opinion of Xxxx Xxxxx LLPMichael C. Duban, New York counsel to the Borrower Company and New York counsel to the Guarantorothxx Xxxx Xxxxxxx, substantially in the form of Exhibit D-1F-1; and (ii) the executed legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel to the GuarantorForeign Subsidiary Borrower, substantially in the form of Exhibit D-2. Each F-2; each such legal opinion shall to cover such other matters incident to the transactions contemplated by this Agreement and the other Loan Documents as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Debevoise & Xxxxxxxx LLP, special New York counsel to the Borrower and New York counsel to the GuarantorBorrower, substantially in the form of Exhibit D-1D-1 hereto; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedX. Xxxxxxxx, Bermuda counsel to the GuarantorBorrower, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably requireD-2 hereto.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Cravath, Swaine & Xxxxx LLP, New York counsel to the Borrower and New York counsel to the GuarantorBorrowers, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxx, Bermuda counsel to the GuarantorBorrowers, substantially in and (iii) the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident of Xxxxxxxx, Xxxxxx & Finger, Delaware counsel to the transactions contemplated by this Agreement as Borrowers, in each case in form and substance reasonably satisfactory to the Administrative Agent may reasonably requireAgent.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to Bunge Limited as the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel to Xxxxx Limited as the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPXxxxx, New York Day, Xxxxxx & Xxxxx, counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1F-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxx X. Xxxx, Bermuda Esq., general counsel to of the GuarantorBorrower and its Subsidiaries, substantially in the form of Exhibit D-2F-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Dechert LLP, New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1F; and (ii) the legal opinion of Xxxxxxx Xxxx Lisman, Webster, Xxxxxxxxxxx & Xxxxxxx LimitedXxxxxxxxxx, Bermuda counsel P.C., which opinion shall be in form and substance satisfactory to the Guarantor, substantially in the form of Exhibit D-2Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx Hinkle, Hensley, Xxxxxx & Xxxxxxx LimitedXxxxxx, Bermuda LLP, local counsel to the Guarantor, substantially in the form of Exhibit D-2Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.. NEWYORK 9337361

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPJxxxx Day, New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedRxxxxx X. Xxxx, Bermuda Esq., general counsel to of the GuarantorBorrower and its Subsidiaries, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Winston & Strawn LLP, New York counsel to the Borrower and New York counsel xxxxxxl to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx Conyers Dill & Xxxxxxx LimitedPearman, Bermuda counsel to the GuarantorGuxxxxxxx, substantially xxxstaxxxxxxx in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Shearman & Sterling LLP, New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1F-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedX. Xxxxxxxx, Bermuda assistant general counsel to of the GuarantorBorrower and its Subsidiaries, substantially in the form of Exhibit D-2F-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPJxxxx Day, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedSxxxx X. Xxxxxxxx, Bermuda general counsel to the Guarantor, substantially in the form of Exhibit D-2. Xcel Energy Inc. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, each dated as of the Closing Date: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1C-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2C-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Mayer, Brown, Rxxx & Maw LLP, special New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1; andI-1; (ii) the legal opinion of Xxxxxxx Xxxx Wxxxxxxxx Bxxxxx & Xxxxxxx LimitedKxxxxx LLP, Bermuda FCC counsel to of the GuarantorBorrower and its Subsidiaries, substantially in the form of Exhibit D-2I-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Weil, Gotshal & Xxxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1F-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limitedlocal counsel in each of New Jersey, Bermuda Vermont, Connecticut, New Hampshire, Pennsylvania, Tennessee and Georgia and of such other special and local counsel to as may be required by the GuarantorAdministrative Agent, substantially in the form of Exhibit D-2F-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda special legal counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Weil, Gotshal & Manges LLP, New York counsel to the Borrower and New York counsel to the Guarantorits Subsixxxxxxs, substantially in the form of Exhibit D-1F-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limitedlocal counsel in each of New Jersey, Bermuda Vermont, Connecticut, New Hampshire, Pennsylvania, Tennessee and Georgia and of such other special and local counsel to as may be required by the GuarantorAdministrative Agent, substantially in the form of Exhibit D-2F-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPBracewell & Patterson, New York counsel to the Borrower and New York counsel to the GuarantorL.L.P., substantially in the form of Exhibit D-1xx xxx xxrm xx Xxxxxxt E-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedRonald Potter, Bermuda Esq., general counsel to of the GuarantorBxxxxxxx xxx xts Subsidiaries, substantially in the form of Exhibit D-2E-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Winston & Xxxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxx, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, each dated as of the Closing Date: (i) the legal opinion of Xxxx Rxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1C-1; and (ii) the legal opinion of Xxxxxxx Xxxx Cxxxxxx Dxxx & Xxxxxxx Pxxxxxx Limited, special Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2C-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent Agents shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Paul, Hastings, Janoxxxx & Xalkxx LLP, New York counsel to the Borrower Holdings and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1F-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedCurtxx X. Xxxx, Bermuda Xxq., general counsel to the Guarantorof Holdings and its Subsidiaries, substantially in the form of Exhibit D-2F-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent Agents may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, each dated on the Closing Date: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the GuarantorGroup Members, substantially in the form of Exhibit D-1H; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda such other special and local counsel to as may be required by the Guarantor, substantially in the form of Exhibit D-2Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPXxxxxx & Xxxxxx, New York L.L.P., counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1E-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limitedlocal counsel in each of Maryland, Bermuda counsel to the GuarantorLouisiana, Michigan, New York and Nevada, substantially in the form of Exhibit D-2Exhibits E-2, E-3, E-4, E-5 and E-6, respectively. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxx LLP, special New York counsel to the Borrower and New York counsel to the GuarantorSubsidiary Guarantors, substantially in the form of Exhibit D-1E-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxx X. Xxxxxxx, Bermuda general counsel to of the GuarantorBorrower and its Subsidiaries, substantially in the form of Exhibit D-2E-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: : (i) the legal opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxx and Xxxx LLP, special New York counsel to of the Borrower and New York counsel its Subsidiaries reasonably acceptable to the Guarantor, substantially in the form of Exhibit D-1Administrative Agent; and and (ii) if requested by the Administrative Agent, legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel opinions from firms reasonably acceptable to the Guarantor, substantially in the form of Exhibit D-2Administrative Agent for each Foreign Subsidiary Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Rxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedHxxxxxxxx XX, Bermuda Swiss counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Dechert LLP, New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1F; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx Limited[local counsel in Vermont], Bermuda counsel which opinion shall be in form and substance satisfactory to the Guarantor, substantially in the form of Exhibit D-2Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Bryax Xxxx Xxxxx LLPXXX, New York special counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, in substantially in the form and substance of Exhibit D-1J; and (ii) the legal opinion of Xxxxxxx Xxxx Morrxxxx & Xxxxxxx LimitedXoerxxxx XXX, Bermuda special FCC counsel to the GuarantorBorrower and its Subsidiaries, in substantially in the form and substance of Exhibit D-2. K. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxxxx XX, Bermuda Swiss counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx Winston & Xxxxxx LLP, New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedXxxxxxx, Bermuda counsel to the Guarantor, substantially in the form of Exhibit D-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPDay, special New York counsel to the Borrower and New York counsel to the Guarantor, substantially in the form of Exhibit D-1Borrower; and (ii) the legal opinion of Xxxxxxx Xxxx Faegre Drinker Xxxxxx & Xxxxxxx LimitedXxxxx LLP, Bermuda local counsel to the Guarantor, substantially in the form of Exhibit D-2Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Xxxx Xxxxx LLPFulbright & Jawoxxxx X.X.P., New York counsel to the Borrower and New York counsel to the Guarantorits Subsidiaries, substantially in the form of Exhibit D-1E-1; and (ii) the legal opinion of Xxxxxxx Xxxx & Xxxxxxx LimitedJamex X. Xxxx, Bermuda Xx., xxneral counsel to of the GuarantorBorrower and its Subsidiaries, substantially in the form of Exhibit D-2E-2. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.