Common use of Opinion of Counsel for Company Clause in Contracts

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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxx LLP, special counsel for to the Company, in form and substance satisfactory to counsel for the Underwriters, together with a signed or reproduced copies copy 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 requestSchedule D hereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance letter, each dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion and 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 requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxxxxxx Xxxxxx & 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 Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable an opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Coie 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 requestrequest (it being understood that such legal opinion will be subject to reasonable and customary assumptions, qualifications and exclusions).

Opinion of Counsel for Company. At Closing Time, the Representative Underwriters shall have received the favorable opinion, dated as of Closing Time, of XxxxxxSkadden, Xxxxx Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, substantially in form and substance reasonably 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 requestUnderwriter.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance statement, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Dechert 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 Exhibits A hereto and to such further effect as counsel to the Underwriters may reasonably requestB hereto.

Opinion of Counsel for Company. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx Breyer & Xxxxxxx LLPAssociates PC, 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, each 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.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of XxxxxxXxxxx Xxxx LLP, counsel for the Company, and Xxxxx & Xxxxxxx LLPX. Xxxxxxx, General Counsel, counsel for the Company, in form and substance reasonably 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 X-0, Xxxxxxx X-0 and Exhibit A-3 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the 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 Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx 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 requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Sidley Austin LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters substantially to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requestA-2 hereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Underwriter shall have received the favorable opinionopinion and 10b-5 statement, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriter to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters Underwriter may reasonably request.

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

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Lucosky Bxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter opinion 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 requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinionopinions, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibit A Exhibits A-1 through A-3 hereto and to such further effect as counsel to the Underwriters Representative may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxxxxx & Xxxxxxx Xxxxxxxx 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 Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Underwriters shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of XxxxxxXxxx, Xxxxx Gotshal & Xxxxxxx Xxxxxx 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 requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & 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 requestA-1 hereto.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters substantially to the effect set forth in Exhibit A hereto A-1 and Exhibit A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing TimeDate, of Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably 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 requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of XxxxxxXxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, Xxxxx & Xxxxxxx LLPP.C., counsel for the Company, in the form and substance satisfactory to counsel for the Underwritersof which is attached as Exhibit A, 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 requestextent requested.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxx Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably 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 requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Coie LLP, counsel for the Company, in form and substance satisfactory to counsel for to 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 requestrequest (it being understood that such legal opinion will be subject to reasonable and customary assumptions, qualifications and exclusions).

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxxxxx & 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 requesthereto.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, and Xxxx X. Xxxxxx, Xxxxx & Xxxxxxx LLPGeneral Counsel, counsel for the Company, in form and substance reasonably 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 X-0, Xxxxxxx X-0 and Exhibit A-3 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A A-1 hereto and to such further effect counsel shall have received such papers and information as counsel to the Underwriters they may reasonably requestrequest to enable them to pass upon such matters.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably 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 requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance statement, each dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably 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 Counsel for Company. At the Closing Time, the Representative Underwriter shall have received the favorable opinionopinion and negative assurance statement, each dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably 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 requestUnderwriter.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & 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 counsel shall have received such papers and information as counsel to the Underwriters they may reasonably requestrequest to enable them to pass upon such matters.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Sidley Xxxxxx Xxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters 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 Counsel for Company. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx Xxxxxx & 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 A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, Company in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters 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 Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxxx Xxxxxxx Xxxxx & Xxxxxxx Xxxxxxxxxxx LLP, counsel for the Company, in form and substance as reasonable 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 Schedule A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative [Representative[s]][Underwriters] shall have received the favorable opinionopinions, dated as of the Closing Time, of XxxxxxXxxxx Day, Xxxxx & Xxxxxxx LLP, United States counsel and French 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 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx (i) Mxxxxxxx & Xxxxxxx Fxxxxxxx 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 Counsel for Company. (i) At the Closing Time, the Representative Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Hunton & Xxxxxxx Xxxxxxxx LLP, counsel for the CompanyCompany and the Operating Partnership, 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 Counsel for Company. At Closing Time, the The Representative shall have received the favorable an opinion, dated as of such Closing TimeDate and addressed to the Underwriters, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx Xxxxxx 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 requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of XxxxxxMintz, Xxxxx & Xxxxxxx LLPLevin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, in form and substance reasonably 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 A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Sidley Austin LLP, counsel for the Company, in form and substance reasonably 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 Counsel for Company. At the Closing Time, the Representative Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, 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 Underwriter may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx 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 Counsel for Company. At the Closing TimeDate, the Representative shall have received the favorable opinion, dated as of Closing TimeDate, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx Xxxxxx LLP, counsel for the CompanyCompany (“Company Counsel”), 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 Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requestE hereto.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Sidley Austin LLP, counsel for the CompanyOfferors, in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters 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 Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxxx Xxxxxx Xxxxx & Xxxxxxx LLPXxxxxxxx, 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinions, dated as of Closing Time, of Xxxxxx, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, and Xxxxxx & Xxxxxxx PC, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to Underwriters, substantially in the effect form set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requestB hereto.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of XxxxxxWilmxx, Xxxxx Xxtlxx & Xxxxxxx LLPXickxxxxx, counsel xxunsel for the Company, in form and substance reasonably 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 Counsel for Company. At the Closing Time, the Representative shall have received the favorable an opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxxx & Xxxxxxx LLPProfessional Corporation, 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Procter 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 Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 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 Counsel for Company. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx XxXxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriters and delivered at the Company's request, 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 Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxx & Xxxxxxx Xxxxxxxx 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 requesthereto.

Opinion of Counsel for Company. (i) At the Closing Time, the Representative Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyCompany and the Operating Partnership, 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of XxxxxxWachtell, Lipton, Xxxxx & Xxxxxxx LLPXxxx, counsel for the Company, in form and substance reasonably 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 requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Underwriter shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Bxxxx Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriter to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requestA-1 hereto.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, (i) Xxxxxxxx & 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 and (ii) Xxxxxx and Calder, Cayman Islands counsel for each of the other Underwriters Company, in form and substance satisfactory to counsel for the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. (i) At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Stoel Rives 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 requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Nxxxx Pxxxxxx 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Coie 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 requestrequest (it being understood that such legal opinion will be subject to reasonable and customary assumptions, qualifications and exclusions).

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters substantially to the effect set forth in Exhibit A hereto A-1 and Exhibit A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxx 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 Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.A.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxx 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 Counsel for Company. At Closing Time, the Representative Underwriter shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxx 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 Underwriter to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters Underwriter may reasonably request.

Opinion of Counsel for Company. At Closing Time, the Representative shall have received the favorable opinionopinion and negative assurance letter, dated as of Closing Time, of Xxxxxx, Xxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibit A hereto A-1 and to such further effect as counsel to the Underwriters may reasonably requestExhibit A-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representative Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Coie 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 Underwriter to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters Underwriter may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLPXxxxxx L.L.P. and McAfee & Xxxx A Professional Corporation, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters collectively to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinion of Counsel for Company. At Closing Time, the Representative Underwriter shall have received the favorable opinion, dated as of Closing Time, of Lxxx Xxxxxx, Xxxxx & Xxxxxxx LLPPC, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, 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 requesthereto.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of XxxxxxXxxxxx X. Xxxxx, Xxxxx & Xxxxxxx LLPEsquire, counsel for the CompanyCompany and the Guarantors, 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 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxxxx Chance US 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 Counsel for Company. At the Closing Time, the Representative shall have received the favorable an opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxx Godward Kronish LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A hereto, 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 requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & 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 Counsel for Company. At Closing Time, the Representative Underwriter shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Cxxxxxxx Chance US LLP, counsel for the CompanyCompany and the Operating Partnership, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, 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 Underwriter may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Ropes & Xxxxxxx Xxxx LLP, counsel for the Company, in form and substance reasonably 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 A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

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

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, XxXxxxxxx Will & 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 A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx Xxxx & Xxxxxxx Hessen 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 Counsel for Company. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx XxXxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriters and delivered at the Company's request, 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.. 18

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of XxxxxxXxxx Xxxx Xxxx & Freidenrich, 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 requestrequest as a result of matters occurring after the date hereof and prior to the delivery of such opinion.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable an opinion, dated as of Closing Time, of XxxxxxMintz, Xxxxx & Xxxxxxx LLPLevin, Cohn, Ferris, Glovsky and Popeo, P.C., 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 Counsel for Company. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx 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 requestA-1 hereto.

Opinion of Counsel for Company. At such Closing Time, the Representative Representatives shall have received the favorable opinionopinions, dated as of such Closing Time, of Xxxxxx, Xxxxx Xxxxxxx Xxxx & Xxxxxxx LLPXxxxxxxxx, counsel for the Company, and of R. Xxxxx Xxxxxx, Esq., Vice President, General Counsel and Secretary of 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 Exhibits A-1 and A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Txxxxxxx Sxxxxxx 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, each 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.

Opinion of Counsel for Company. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of XxxxxxXxxxxxxx & Xxxxxxxx, 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 substantially to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinionopinion and negative assurance statement, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Dechert 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 Exhibits A hereto and to such further effect as counsel to the Underwriters may reasonably requestB hereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Underwriter shall have received the favorable opinion(i) an opinion and negative assurance letter, dated as of the Closing Time, of XxxxxxWachtell, Xxxxx Lipton, Rxxxx & Xxxxxxx LLPKxxx, special counsel for the Company, in each case in form and substance satisfactory to counsel for the UnderwritersUnderwriter and (ii) an opinion, together with signed or reproduced copies of such letter for each dated the Closing Time, of the other Underwriters to General Counsel of the effect Company in form set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLPXxxxxx L.L.P., 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 in form reasonably satisfactory to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At Closing Time, the Representative shall have received the favorable opinionopinions, dated as of Closing Time, of XxxxxxMxxxxxx Xxxx & Fxxxxxxxx, 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 Exhibits A1 and A2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinionopinion and letter, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxx & Xxxxxxx Xxxxxxxx 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 B and Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At Closing Time, the Representative Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Ropes & Xxxxxxx Xxxx 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 requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx Hogan Lovells US LLP, counsel for the Company, in form and substance reasonably 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 Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx Xxxxxx 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 A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters 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 requesthereto.

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

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Ropes & Xxxxxxx Xxxx 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 Underwriters, in form and substance reasonably satisfactory to counsel for the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At Closing Time, the Representative Representatives 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 hitherto agreed with 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 requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxx & Xxxxxx Xxxx 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 requestif requested.

Opinion of Counsel for Company. At the Closing Time, the Representative Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx, Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters 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.