Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the opinion, dated as of the Closing Time, of Shearman & Sterling, counsel for the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for Initial Purchaser. The opinion of Xxxxxxxx Chance US LLP, counsel for the Initial Purchaser, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx Chance US LLP, counsel for the Initial Purchaser, together with signed or reproduced copies of such letter for each of the other Initial Purchaser with respect to the matters set forth in (i), (ii), (vi) through (ix), inclusive, (xv) and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of ARC, the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for Initial Purchaser. The Initial Purchaser shall have received the favorable opinion and letter, dated the Closing Date, in form and substance satisfactory to the Initial Purchaser, of Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchaser.
Opinion of Counsel for Initial Purchaser. The Initial Purchaser shall have received, as of the Closing Time, an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Initial Purchaser, dated as of the Xxxxxxg Txxx, in form and substance reasonably satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for Initial Purchaser. At each Closing Time, the Initial Purchaser shall have received the favorable opinion, dated as of such Closing Time, of Shearman & Sterling LLP, counsel for the Initial Purchaser. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for Initial Purchaser. The opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchaser, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
Opinion of Counsel for Initial Purchaser. At Closing Time, the Initial Purchaser shall have received the favorable opinion and negative assurance statement, dated the Closing Time, of DLA Piper LLP (US), counsel for the Initial Purchaser, with respect to such matters as the Initial Purchaser may reasonably request.
Opinion of Counsel for Initial Purchaser. The favorable opinion of DLA Piper LLP (US), counsel for the Initial Purchaser, dated such Date of Delivery, relating to the Additional Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(e) hereof.
Opinion of Counsel for Initial Purchaser. At the Closing Time, the Initial Purchaser shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Bird LLP, counsel for the Initial Purchaser, with respect to the incorporation and legal existence of the Company, the Series A Capital Securities, the Indenture, the Series A Capital Securities Guarantee Agreement, this Agreement, the Registration Rights Agreement, the Offering Memorandum and other related matters as the Initial Purchaser may require. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Trustees of the Trust, officers of the Company and its subsidiaries and certificates of public officials.
