Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such opinion and letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letterstatement, each dated the Closing Time, of (i) K&L Gates Dechert LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 A and A-2 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 Representatives shall have received the opinion and the (including negative assurance letterstatement), each dated the Closing Time, of (i) K&L Gates Sidley Austin LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits Exhibit A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxx, Gotshal & Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter letters for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Fenwick & West LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing TimeDate, of (i) K&L Gates Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the a “negative assurance assurances” letter, each dated the Closing Time, of (i) K&L Gates Proskauer Rose LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letteropinion, each dated the Closing Time, of (i) K&L Gates Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Mxxxxxxx & Fxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterstatement, each dated the Closing Time, of (i) K&L Gates LLPXxxxx Day, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letterstatement, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates O’Melveny & Xxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance previously agreed to by, and reasonably satisfactory to to, counsel for the Underwriters. Such counsel may also state that, together with signed or reproduced copies insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of each such letter for each officers and other representatives of the other Underwriters to the effect set forth in Exhibits A-1 Company and A-2 hereto its subsidiaries and to such further effect as counsel to the Underwriters may reasonably requestcertificates of public officials.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received (i) the opinion and the negative assurance letter10b-5 statement, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Sidley Austin LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Sidley Austin LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received a written opinion, addressed to the opinion Underwriters and the negative assurance letter, each dated as of the Closing TimeDate, of (i) K&L Gates Xxxxxx & Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP“Company Counsel”), Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of each such letter for each of substantially in the other Underwriters to the effect set forth in Exhibits A-1 and A-2 form attached hereto and to such further effect as counsel to the Underwriters may reasonably request.Exhibit E.

Opinion of Counsel for Company. At the Closing Time, the Representatives Underwriter shall have received the favorable opinion and the negative assurance letterstatement, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriter.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance letterstatement, each dated the Closing Time, of (i) K&L Gates Dechert LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 A and A-2 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 Representatives Representative shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates LLPXxxxxx & Xxxxxxx, counsel for the Company, together with the opinion of HERTIN & Partner, special counsel for the Company with respect to intellectual property matters, and (ii) Xxxxx & the opinion of Xxxxxx Law, LLP, Nevada Canadian counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letteran opinion, each dated the Closing Time, of DLA Piper LLP (i) K&L Gates LLPUS), counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion and the negative assurance letterletter(s), each dated the as of Closing TimeDate, of (i) K&L Gates LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP“Company Counsel”), Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinions, each dated the Closing Time, of (i) K&L Gates LLPVxxxxx Price P.C., counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each and of Dxxxxx X. Xxxxxx, Xx., Executive Vice President and General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates LLPXxxxxxxxx Xxxxxxx, counsel for the Company and (ii) Xxxxx & Xxxxxx LLPP.A., Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx Company, together with the opinion of Xxxxxxx Procter LLP, Nevada special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion favorable opinion, addressed to the Representative and the negative assurance letter, each dated the as of Closing Time, of (i) K&L Gates Xxxxxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter and (ii) Walkers (Hong Kong), Cayman Islands counsel for each of the other Underwriters Company, in form and substance satisfactory to counsel for the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Steptoe & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion opinions and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada as corporate and intellectual property counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such opinion and letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance letter, each dated as of the Closing TimeTime and relating to the Initial Securities, of (i) K&L Gates Xxxxx Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in the form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such opinion and letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for in the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Ropes & Xxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter in form and substance satisfactory to counsel for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Proskauer Rose LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxxxx & Xxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect forms set forth in Exhibits A-1 on Exhibit A and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit B hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated as of the Closing Time, of (i) K&L Gates Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter letters for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Xxxxxxxx & Xxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each 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 Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance letterstatement, each dated as of the Closing Time, of (i) K&L Gates LLPXxxxxxxxx Xxxxxxx, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada LLP counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated as of the Closing Time, of (i) K&L Gates LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits Exhibit A-1 and Exhibit A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letterstatement, each dated the date of the Closing Time, of (i) K&L Gates LLPXxxxx Day, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter letters for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letteropinion, each dated the Closing Time, of (i) K&L Gates Lxxxxx & Wxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Kxxxxxxx & Exxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter letters for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letteropinion, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Underwriters shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates LLPXxxx Xxxxxx, counsel for the Company and (ii) Xxxxx & Xxxxxx LLPPC, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the as of Closing Time, of (i) K&L Gates Norton Xxxx Xxxxxxxxx US, LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance letter, each dated the as of Closing Time, of (i) K&L Gates Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter letters for each of the other Underwriters to the effect set forth in Exhibits Exhibit A-1 and Exhibit A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Weil, Gotshal & Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the Closing Time, of (i) K&L Gates Sidley Austin LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Ropes & Xxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such opinion and letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Ropes & Xxxx LLP, counsel for the Company and (ii) Company, together with the opinion of XxXxxxxxx Will & Xxxxx & Xxxxxx LLP, Nevada special counsel for the CompanyCompany with respect to intellectual property, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letteropinions, each dated the as of Closing Time, of (i) K&L Gates LLPMichxxx X. Xxxxx, counsel Xxneral Counsel for the Company and (ii) Xxxxx King & Xxxxxx LLPSpalding, Nevada counsel for the Company, in each case, in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.the

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxxxxx Xxxxxxx, LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company Company, together with the opinions of Xxxxx Xxxxxxx LLP and (ii) Xxxxx & Xxxxxx Sagittarius Intellectual Property LLP, Nevada counsel special counsels for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion letter and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates LLPWachtell, counsel for the Company and (ii) Lipton, Xxxxx & Xxxxxx LLPXxxx, Nevada counsel for the Company, each substantially in the form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits Exhibit A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Company, together with the opinion of Xxxxxx LLP, Nevada special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letterfavorable opinion, each dated the as of Closing Time, of (i) K&L Gates Rxxxxx & Hxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letteropinion, each dated the Closing Time, of (i) K&L Gates Ropes & Xxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance letter, each dated as of the Closing Time, of (i) K&L Gates Xxxx Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits Exhibit A-1 and Exhibit A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requesthereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letterstatement, each dated the Closing Time, of (i) K&L Gates Xxxxx Lovells US LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates LLPXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel for the Company and (ii) Xxxxx & Xxxxxx LLPProfessional Corporation, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such opinion and letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance disclosure letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of each such letter letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the as of Closing TimeDate, of (i) K&L Gates Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP“Company Counsel”), Nevada counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of each such letter opinion for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A-1 and A-2 Exhibit E hereto and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the letter (including applicable negative assurance letterassurance), each dated the Closing Time, of (i) K&L Gates Sidley Austin LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter letters for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxx Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx Company, together with the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLPXxxxxx, Nevada special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion favorable opinions and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersUnderwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of each such letter letters for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Lxxxxxxxxx Xxxxxxx LLP, counsel for the Company Company, together with the opinions of Gxxxxxxxx Traurig, LLP and (ii) Xxxxx Bozicevic, Field & Xxxxxx Fxxxxxx LLP, Nevada special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At Closing Time or on the Closing TimeDate of Delivery, as the case may be, the Representatives shall have received the opinion and favorable opinion, dated as of Closing Time or the negative assurance letterDate of Delivery, each dated as the Closing Timecase may be, of (i) K&L Gates Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Weil, Gotshal & Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing TimeDate, of (i) K&L Gates Xxxx Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx Company, together with the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLPXxxxxx, Nevada special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At Closing Time or the Closing TimeDate of Delivery, as the case may be, the Representatives shall have received the opinion and favorable opinion, dated as of Closing Time or the negative assurance letterDate of Delivery, each dated as the Closing Timecase may be, of (i) K&L Gates LLPXxxxxxxx PC, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Company, together with the opinion of Xxxxxx LLP, Nevada special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxx, Gotshal & Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates from Xxxxx Xxxxxxx US LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each an opinion and a negative assurance letter, addressed to the Representative and dated the day of the Closing Time, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives Representative shall have received the opinion favorable opinions and the negative assurance letterstatement, each dated the Closing TimeDate, of (i) K&L Gates Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP“Company Counsel”), Nevada counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of each such letter opinion for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated as of the Closing TimeTime and relating to the Securities, of (i) K&L Gates Dxxxxx & Wxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in the form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of Xxxxxx LLP (i) K&L Gates LLP“Cooley”), counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 Representatives and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates LLPXxxxxx Xxxxxxx PLLC, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx Company, together with the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLPXxxxxx, Nevada Professional Corporation, special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 form and A-2 hereto and to such further effect as counsel substance reasonably satisfactory to the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At Closing Time or the Closing TimeDate of Delivery, as the case may be, the Representatives shall have received the opinion and favorable opinion, dated as of Closing Time or the negative assurance letterDate of Delivery, each dated as the Closing Timecase may be, of (i) K&L Gates Xxxxxx & Bird LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and the negative assurance letterstatement, each dated as of the Closing TimeTime and relating to the Securities, of (i) K&L Gates Xxxxxxx, Xxxxxx, Xxxxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letterstatement, each dated as of the Closing TimeTime and relating to the Initial Securities, of (i) K&L Gates XxXxxxxx & English, LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in the form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Ropes & Gxxx LLP, counsel for the Company Company, together with the opinions of Gxxxxxxxx Traurig, LLP and (ii) Xxxxx Bozicevic, Field & Xxxxxx Fxxxxxx LLP, Nevada special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letterstatement, each dated the Closing Time, of (i) K&L Gates Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestExhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the negative assurance letter, each dated the Closing Time, of (i) K&L Gates Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and the (including negative assurance letterstatements), each dated the Closing Time, of (i) K&L Gates Sidley Austin LLP, counsel for the Company and (ii) Xxxxx & Xxxxxx LLP, Nevada counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.