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

Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representative(s) shall have received the favorable opinion, dated as of the Closing Time, of Shearman & Sterling, 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 (iii) through (vii), inclusive, (xii) and (xiv) 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Representative(s). 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 Representative(s) Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Shearman Xxxxxxxx & SterlingXxxxxxxx, 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 (iii) through (vii)incorporation of the Issuer, inclusivethe validity of the Securities, (xii) the Warrant Agreement, the Indenture, the Preferred Registration Rights Agreement, the Warrant Registration Rights Agreement, the Offering Memorandum and (xiv) of Exhibit A heretosuch other related matters. 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, upon the opinions of counsel satisfactory to the Representative(s)Initial 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 Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Shearman Cahixx Xxxxxx & SterlingXeinxxx, counsel xxunsel 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 (iii) through (vii), inclusive(viii), (xiix) (solely as to the information in the Offering Memorandum under "Description of the Notes") and (xiv) 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 and the federal law of the United StatesYork, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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 Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Shearman Davis Polk & SterlingWardwell, counsel for the Initial Purchasers, together with signed wixx xxxxxx or reproduced xxxxxxxxed copies of such letter for each of the other Initial Purchasers with respect to the matters set forth in paragraphs (iiii) through (viiv), inclusive, (xiivii) and (xiv) the penultimate paragraph of Exhibit A 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, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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 Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Shearman Xxxxxxxx & SterlingSterling 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 (iiii), (ii), (vi) through (viiix), inclusive, (xiixv) and (xiv) 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 and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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 Issuer and the Company and its their respective subsidiaries and certificates of public officials.