Opinion of Buyer's Counsel Clause Samples

Opinion of Buyer's Counsel. Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

Opinion of Buyer's Counsel. Buyer's Assistant General Counsel shall have delivered to the Shareholders a written opinion dated as of the Closing Date in substantially the form attached hereto as Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to the Shareholders.

Opinion of Buyer's Counsel. Seller shall have received an -------------------------- opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., general counsel to Buyer, dated as of Closing, substantially in the form of Exhibit 7.2(e). --------------

Opinion of Buyer's Counsel. Seller shall have received from counsel to Buyer an opinion, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller as to the matters set forth in Schedule 9.5.

Opinion of Buyer's Counsel. An opinion of Buyer's counsel in a form to be agreed upon by the parties;

Opinion of Buyer's Counsel. At the Closing, Buyer shall deliver to Shareholders an opinion of Harw▇▇▇ ▇▇▇a▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇anner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Section of Business Law (1991), in form and substance reasonably satisfactory to Shareholders and their counsel to the effect that: (1) Buyer and Parent are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and have all requisite corporate power and corporate authority to own, operate and lease their properties and assets and to carry on their businesses as now conducted. (2) Buyer and Parent have the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Buyer and Parent at Closing and to consummate the transactions contemplated on the part of Buyer and Parent hereby and thereby; Buyer and Parent have taken all action required by law, and their Certificate of Incorporation and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and all other agreements delivered by Buyer and Parent at Closing constitute the valid and binding obligations of Buyer and Parent enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Opinion of Buyer's Counsel. The opinion described in Section -------------------------- 7.2(e); and

Opinion of Buyer's Counsel. The Buyer shall deliver a favorable opinion, dated as of the Closing Date, from ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel for the Buyer, in form and substance satisfactory to the Shareholders, to the effect that (i) the Buyer has been duly incorporated and is validly existing as a corporation in good standing under the laws of its state of organization; (ii) all corporate proceedings required to be taken by or on the part of the Buyer to authorize the execution of this Agreement and the implementation of the transactions contemplated hereby have been taken; and (iii) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Buyer and is enforceable against Buyer in accordance with its terms, except as enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of the Buyer as to matters of fact and (ii) the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to the Shareholders, as to matters other than federal or Texas law.

Opinion of Buyer's Counsel. Buyer shall have furnished Sellers with an opinion letter, dated the Closing Date, of Dow Lohn▇▇ & ▇lbe▇▇▇▇▇, ▇▇LC, counsel for Buyer, in the form set forth in Exhibit F.