Opinion and 10b-5 Statement of U.S. Counsel for Company. At the Closing Date, the Representative shall have received the favorable opinion and Rule 10b-5 negative assurance statement addressed to the Underwriters, dated the Closing Date, of Ropes & Xxxx LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Representative.
Opinion and 10b-5 Statement of U.S. Counsel for Company. If requested by the Representative, the favorable opinion and the negative assurance letter of Xxxxxxxxx Xxxxxxx, LLP, U.S. counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
