Common use of Opinion and Letter of Counsel for the Bank and the Issuing Entity Clause in Contracts

Opinion and Letter of Counsel for the Bank and the Issuing Entity. (i) The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters, the validity of the Notes, the Registration Statement and the Base Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement and the Base Prospectus; and (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing Entity, shall provide a letter, dated the Most Recent Quarterly Filing Date, that they have participated in conferences with representatives of the Bank and its accountants, the Underwriters and counsel to the Underwriters concerning the Registration Statement and the Base Prospectus and have considered the matters required to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements and based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that the Registration Statement (excluding any exhibits filed therewith), at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Base Prospectus (and, with respect to the issuance of the Notes, the Prospectus Supplement substantially in the form filed with the Registration Statement which such counsel assumes will be completed and include the identification of the class of Notes offered, the terms of such Notes including all pricing information and the plan of distribution for such Notes), as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and shall not make any comment in the letter with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement or the Base Prospectus or excluded therefrom, including the Form T-1 Statement of Eligibility of a trustee under the Trust Indenture Act); provided, however, that if, no later than the first Business Day of any calendar quarter, the Representative requests that a letter described in subsection 7(II)(h) be provided on each Closing Date during such calendar quarter, the letter contemplated by this subsection 7(I)(b)(ii) shall not be required to be delivered.

Opinion and Letter of Counsel for the Bank and the Issuing Entity. (i) The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, special counsel for the Bank and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters, the validity of the Notes, the Registration Statement and the Base Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement and the Base Prospectus; and (ii) Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, special counsel for the Bank and the Issuing Entity, shall provide a letter, dated the Most Recent Quarterly Filing Date, that they have participated in conferences with representatives of the Bank and its accountants, the Underwriters and counsel to the Underwriters concerning the Registration Statement and the Base Prospectus and have considered the matters required to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements and based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that the Registration Statement (excluding any exhibits filed therewith), at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Base Prospectus (and, with respect to the issuance of the Notes, the Prospectus Supplement substantially in the form filed with the Registration Statement which such counsel assumes will be completed and include the identification of the class of Notes offered, the terms of such Notes including all pricing information and the plan of distribution for such Notes), as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and shall not make any comment in the letter with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement or the Base Prospectus or excluded therefrom, including the Form T-1 Statement of Eligibility of a trustee under the Trust Indenture Act); provided, however, that if, no later than the first Business Day of any calendar quarter, the Representative requests that a letter described in subsection 7(II)(h) be provided on each Closing Date during such calendar quarter, the letter contemplated by this subsection 7(I)(b)(ii) shall not be required to be delivered.