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, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Kxxxxxxx & Exxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and the negative assurance letter, each dated the Closing Time, of Xxxxxx LLP, counsel for the Company, Company in the form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion and negative assurance statement, dated the date of the Closing Time, of Xxxxxx LLPXxxxx Day, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of (i) Xxxxxx Xxxxxx, Executive Vice President, Corporate Secretary and General Counsel of the Company, and (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, each dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and 10b-5 statement, dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, US counsel for the CompanyCompany and Xxxxxx & Xxxxxxx (London) LLP, UK, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received (i) the opinionopinion and 10b-5 statement, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinions, dated the Closing Time, of Xxxxxx (i) Xxxxxxx Procter LLP, counsel for the Company and (ii) Xxxxxx Xxxxxxxx, General Counsel and Secretary of the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion and 10b-5 statement, dated the Closing Time, of Xxxxxx Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Ropes & Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinions, dated as of the Closing Time, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the opinionfavorable opinion and negative assurance letter, each dated the as of Closing TimeDate, of Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters, and of Xxxxx Xxxxxx, the General Counsel of the Company, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion and negative assurance letter, dated the Closing Time, of Xxxxxx Xxxxxxxxx Xxxxxxx, LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionfavorable opinion and 10b-5 statement, dated the Closing Time, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx (UK) LLP, United States counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx DLA Piper US LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters 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, opinions dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter opinions for each of the other Underwriters., of each of the following counsel:

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinions, dated the as of Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters., of each of the following counsel:

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionan opinion and a disclosure letter, each dated the Closing Time, of Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the an opinion, dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx Gide Loyrette Nouel LLP, counsel for the CompanyCompany (“Gide”), in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionfavorable opinion and disclosure letter, each dated the Closing Time, of Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentative, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received (a) the opinionfavorable opinion and (b) a letter, each dated the as of Closing Time, of Xxxxxx LLPJones Day, special counsel for the Company, in the form set fortx xx Exhibit A and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselExhibit B, respectively, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionopinion and the negative assurance letter, each dated the Closing Time, of Xxxxxx LLP, counsel for the Company, Company in the form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and 10b-5 statement, dated the Closing Time, of Xxxxxx Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurances letter, each dated the Closing Time, of Xxxxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters .

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A-1 hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxx (i) Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by Underwriters, and (ii) Xxxxxx and Calder (Cayman) LLP, Cayman Islands counsel for the Representatives Company, in form and such counsel, together with signed or reproduced copies of such letter substance satisfactory to counsel for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionopinion and 10b-5 statement, dated the Closing Time, of Xxxxxx Lxxxxx & Wxxxxxx LLP, US counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx LLPXxxxx Day, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A-1 hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, each dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other UnderwritersRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion and 10b-5 statement, dated the Closing Time, of Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselInitial Purchasers, together with signed or reproduced copies of such letter for each of the other UnderwritersInitial Purchasers.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, each dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion and negative assurance letter, dated the Closing Time, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the opinionfavorable opinion and (ii) a letter of negative assurance, each dated the Closing Time, of Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP, counsel for the Company, Company in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by Representative and substantially in the Representatives form of Exhibit A-1 and such counselExhibit A-2 hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Dechert LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionopinion and negative assurance letter, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentative, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A-1 hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the opinionfavorable opinion and (ii) a letter of negative assurance, each dated the Closing Time, of Xxxxxx Xxxxx Lovells US LLP, counsel for the Company, Company in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by Representative and substantially in the Representatives form of Exhibit A-1 and such counselExhibit A-2 hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion and negative assurance letter, dated the Closing Time, of Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Holland & Knight LLP, counsel for the Company, in form and substance reasonably satisfactory to hitherto agreed with counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionwritten opinion and 10b-5 statement, dated the Closing Time, of Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwritersmay reasonably request.

Opinion of Counsel for Company. (i) At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx LLPAndrews & Kurth L.L.P., counsel for the Company, in form and substance reasonably xxxxxxxce xxxxxnably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A-1 hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx Ropes & Gray LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx LLPWachtell, Lipton, Xxxxx & Xxxx, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx LLPXxxxx Xxxxxxxxx PA, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselsubstantially in the form of Exhibit A hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx LLPDLA Piper LLP (US), counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and the negative assurance letter, each dated the Closing Time, of Xxxxxx LLP, counsel for the Company, together with the opinion of Xxxxxx LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionopinion and the negative assurance letter, each dated the Closing Time, of Xxxxxx LLP, counsel for the Company, together with the opinion of Xxxxxx LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing TimeTime and addressed to the Representatives, of Xxxxxx LLPXxxxxxxxx Xxxxxx, counsel General Counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of (i) Xxxxxx Xxxxxx, Executive Vice President, Corporate Secretary and General Counsel of the Company, and (ii) Xxxxx Xxxxxx LLP, special counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Weil, Gotshal & Mxxxxx LLP, counsel for the Company, in form and substance as previously agreed to by, and reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion, dated the Closing Time, of Xxxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Representative may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Milbank LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and the negative assurance letter, each dated the Closing Time, of Xxxxxx Lxxxxxxxxx Xxxxxxx LLP, counsel for the Company, together with the opinions of Gxxxxxxxx Traurig, LLP and Bozicevic, Field & Fxxxxxx LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other UnderwritersUnderwriters .

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx (i) the General Counsel of the Bank, and (ii) Cxxxxxxxx & Bxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion and negative assurance letter, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received (a) the written opinion and 10b-5 statement, dated the Closing Time, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, and (b) the written opinion, dated the Closing Time, of Xxxxxx LLP, the general counsel for of the Company, each in form and substance reasonably satisfactory as previously agreed to by counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionopinion and 10b-5 statement, dated the Closing Time, of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the opinionfavorable opinion and (ii) a letter of negative assurance, each dated the Closing Time, of Xxxxxx Wxxxxx Rxxxxxx Yxxxx & Pxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by Representative and substantially in the Representatives form of Exhibit A-1 and such counselExhibit A-2 hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Opinion of Counsel for Company. (i) At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx DLA Piper LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in the form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Hxxxx Lovells US LLP, counsel for the Company, in form and substance reasonably satisfactory to hitherto agreed with counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Stradley, Ronon, Sxxxxxx & Yxxxx, LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by Representative and substantially in the Representatives and such counselform of Exhibit A hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxx Lovells US LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and the negative assurance letter, each dated the Closing Time, of Xxxxxx Ropes & Gxxx LLP, counsel for the Company, together with the opinions of Gxxxxxxxx Traurig, LLP and Bozicevic, Field & Fxxxxxx LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx Wxxxxxx Xxxx & Gxxxxxxxx LLP, counsel for the Company, in form and substance in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, each dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and 10b-5 statement, dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, US counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx LLPDLA Piper LLP (US), counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.Underwriters to the effect set forth in Exhibit A

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinion (including negative assurance statement), dated the Closing Time, of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinions, dated the as of Closing Time, of Xxxxxx LLPMichxxx X. Xxxxx, Xxneral Counsel for the Company and King & Spalding, counsel for the Company, in each case, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselU.S. Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.the

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxx Lovells US LLP, counsel for the Company, in form and substance reasonably satisfactory to hitherto agreed with counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionfavorable opinions, dated the Closing TimeTime and in form and substance satisfactory to counsel for the Underwriters, of (i) Paul, Hastings, Xxxxxxxx & Xxxxxx LLP and Xxxxxx Xxxx LLP, counsel for the Company and (ii) Xxxxxx Xxxxx, general counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, each case together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and 10b-5 statement, dated the Closing Time, of Xxxxxx Lxxxxx & Wxxxxxx LLP, US counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the opinionfavorable opinion and (ii) a letter of negative assurance, each dated the Closing Time, of Xxxxxx Xxxxxx LLP, counsel for the Company, Company in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by Representative and substantially in the Representatives form of Exhibit A-1 and such counselExhibit A-2 hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionopinion and negative assurance letter, dated the Closing Time, of Xxxxxx LLPLLP (“Cooley”), counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of counsel to the other Underwriters.