Common use of Opinion of Counsel for Initial Purchasers Clause in Contracts

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B 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 and 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 Representatives. 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 Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop LLPLeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each respxxx xx thx xxxxrporation of the other Initial Purchasers with respect Company, the validity of the Securities delivered at the Closing Time, and the Company shall have furnished to such counsel such documents as they reasonably request for the matters set forth in the paragraph immediately following paragraph 11 purpose of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B heretoenabling them to pass upon such matters. In giving such opinion, 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 and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the RepresentativesInitial Purchasers. 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 Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iiivi) through (x), inclusive, (xvii) and (iv) the penultimate paragraph of Exhibit B A-1 hereto. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions jurisdic- tions other than the law of the State of New York and 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 Representatives. 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 Purchasers. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop LLPCravath, Swaine & Xxxxx, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iiiv) through (viii), inclusive, (xv) and (iv) the penultimate paragraph of Exhibit B A hereto. In giving such opinion, 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 and 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 RepresentativesRepresentative. 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 Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing TimeDate, of Pillsbury Winthrop LLPXxxxxxxx & Xxxxxxxx, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the incorporation of the Company, the Indenture, the validity of the Securities being delivered at the Closing Time, the Final Memorandum and such other related matters set forth in as the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B heretoInitial Purchasers may reasonably request. In giving such opinion, 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 and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the RepresentativesInitial Purchasers. 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 Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop Mxxxx, Bxxxx, Rxxx & Maw LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), ) — (ii), (iiiv) and (ivx) and the last paragraph of Exhibit B A-1 hereto. In giving such opinion, 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 and 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 Representatives. 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 Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (i), (ii) and the last paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B 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 and 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 Representatives. 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 Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop Xxxxxxxx Chance US LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of other counsel as may be designated by the other Initial Purchasers with respect to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i1), (ii3) (with respect to the first clause only), (iii9), (11), (12), (13) and (iv) the last two paragraphs of Exhibit B B-1 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 and 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 RepresentativesInitial Purchasers. 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 or authorized representatives of the Company Operating Partnership and its subsidiaries the other Simon Entities and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing TimeDate, of Pillsbury Winthrop LLPXxxxxxxx & Xxxxxxxx, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the incorporation of the Company, the Securities being delivered at the Closing Time, the common stock of the Company issuable upon conversion the Securities, the Offering Memorandum and such other related matters set forth in as the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B heretoInitial Purchasers may reasonably request. In giving such opinion, 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 and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the RepresentativesInitial Purchasers. 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 Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop LLPVxxxxx & Exxxxx L.L.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in (1), (2), (7) through (9), inclusive, (15) and the penultimate paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B hereto. In giving such opinion, 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 and 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 RepresentativesInitial Purchasers. 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 Subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time or the Additional Closing Time, as the case may be, the Representatives shall have received the favorable opinionopinion and negative assurance, dated as of the Closing Time or the Additional Closing Time, as the case may be, of Pillsbury Winthrop Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect in form and substance satisfactory to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B heretoRepresentatives. In giving such opinion, 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 and the federal law of the United States and York, the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing TimeDate, of Pillsbury Winthrop LLPSullivan & Cromwell, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the ixxxxxxxxtiox xx xxx Company, the Indenture, the validity of the Securities being delivered at the Closing Time, the Offering Memorandum and such other related matters set forth in as the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B heretoInitial Purchasers may reasonably request. In giving such opinion, 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 and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the RepresentativesInitial Purchasers. 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 Purchasers. At the Closing Time, the Representatives Initial Purchasers shall have received the favorable opinion, dated as of the Closing TimeDate, of Pillsbury Winthrop LLPXxxxxxxx & Xxxxxxxx, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the incorporation of the Company, the Indenture, the validity of the Securities being delivered at the Closing Time, the Offering Memorandum and such other related matters set forth in as the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iii) and (iv) of Exhibit B heretoInitial Purchasers may reasonably request. In giving such opinion, 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 and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the RepresentativesInitial Purchasers. 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 Purchasers. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Pillsbury Winthrop LLPXxxxxx & Xxxxxx L.L.P., counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in the paragraph immediately following paragraph 11 of Exhibit A hereto and (i), (ii), (iiiv) through (viii), inclusive, (xiv) and (iv) the penultimate paragraph of Exhibit B A hereto. In giving such opinion, 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 and York, the law of the State of Texas, 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 Representatives. 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.