Common use of Opinion of Counsel for Company and the Operating Partnership Clause in Contracts

Opinion of Counsel for Company and the Operating Partnership. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Company and the Operating Partnership, substantially in the forms set forth in Exhibits A-1 and A-2 (as to tax matters) hereto, and to such further effect as counsel to the Underwriters may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the federal law of the United States, upon the opinion of Xxxxxxx LLP rendered pursuant to Section 6(d), as to matters arising under Maryland law, or other counsel reasonably satisfactory to the Underwriters. Such counsel may also 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 of Counsel for Company and the Operating Partnership. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Company and the Operating Partnership, substantially in the forms set forth in Exhibits A-1 and A-2 (as to tax matters) hereto, and to such further effect as counsel to the Underwriters may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the federal law of the United States, upon the opinion opinions of Xxxxxxx LLP rendered pursuant to Section 6(d6(c), as to matters arising under Maryland law, or other counsel reasonably satisfactory to the Underwriters. Such counsel may also 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.