Opinion of Corporation Counsel Sample Clauses

Opinion of Corporation Counsel. The opinion of Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., counsel to the Corporation, to the effect of paragraphs (i) and (iv) through (x) below, and the opinion of Xxxx X. Xxxxxxx, Executive Vice President and General Counsel to the Corporation, to the effect of paragraphs (ii) and (iii) below:
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Opinion of Corporation Counsel. The opinion of Smith Helms Mulliss & Mxxxx, X.X.X., counsel xx xxe Corporation, to the effect of paragraphs (i) and (iv) through (x) below, and the opinion of Paul J. Polking, Exxxxxxxx Xxxx Xxesident and General Counsel to the Corporation, to the effect of paragraphs (ii) and (iii) below:
Opinion of Corporation Counsel. Each Investor shall have received an opinion from Holland & Knight, counsel for the Corporation, dated as of the date of the Closing, in the form attached hereto as Exhibit D.
Opinion of Corporation Counsel. The opinion of Smith Helms Mulliss & Xxxxe, X.X.P., counsex xx the Corporation, to the effect of paragraphs (i) and (iv) through (x) below, and the opinion of Paul J. Polking, Xxxxxxxxx Xxxx President and General Counsel to the Corporation, to the effect of paragraphs (ii) and (iii) below: (i) The Corporation is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; each of (A) NationsBank, National Association and (B) Bank of America National Trust and Savings Association (or the successors to such entities) (collectively, the "Principal Banking Subsidiaries"), is a national banking association formed under the laws of the United States and authorized thereunder to transact business.
Opinion of Corporation Counsel. The Purchaser shall have received from Burnet, Xxxxxxxxx & Xxxxxx LLP (as to matters relating to Canadian and Alberta law) and Xxxxxxx Xxxxx & Xxxxx LLP (as to matters relating to United States law), an opinion dated as of the Closing Date, in substantially the form of Exhibit E-1 and Exhibit E-2, as applicable.
Opinion of Corporation Counsel. The opinion of Helms Mulliss & Wicker, PLLC, counsel for the Corporation, to the xxxxxx xx xxragraphs (i) and (iv) through (xiii) below, and the opinion of Paul J. Polking, General Counsel to the Corporation (or such othex xxxxxxxx, xxxsonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation), to the effect of paragraphs (ii) and (iii) below:

Related to Opinion of Corporation Counsel

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • Opinion of General Counsel The General Counsel for the Company, Xxxxxxx X. Xxxxxx, Xx., shall have shall have furnished to the Representatives a written opinion, dated the Closing Date or Additional Closing Date, as the case may be, addressed to the Underwriters, in the form in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto

  • Opinion of Counsel for U S. Underwriters. The favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

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