Common use of Opinion and 10b-5 Statement of U.S. Counsel for the Underwriters Clause in Contracts

Opinion and 10b-5 Statement of U.S. Counsel for the Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion and Rule 10b-5 negative assurance statement, dated as of the Closing Time, of Shearman & Sterling LLP, United States counsel for the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion and 10b-5 Statement of U.S. Counsel for the Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion and Rule 10b-5 negative assurance statement, dated as of the Closing Time, of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, United States counsel for the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion and 10b-5 Statement of U.S. Counsel for the Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion and Rule 10b-5 negative assurance statement, dated as of the Closing Time, of Shearman Skadden, Arps, Slate, Mxxxxxx & Sterling Fxxx LLP, United States counsel for the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.