Common use of Opinion of Counsel for International Managers Clause in Contracts

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise & Xxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1), (2), (5) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10), inclusive, (11) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full paragraph of text following clause 16 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the Company), (7) through (10viii), inclusive(x), (11xi), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") of Exhibit A-1 and the first full penultimate paragraph of text following clause 16 of Exhibit A A-2 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, 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 Lead Managers. 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 of the Selling Shareholders and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Browx & XxxxxxxxXood XXX , counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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 States, and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers. 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 the Subsidiary and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead International Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxx & XxxxxxxxXxxx llp, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5vii), (viii) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10ix), inclusive(x), (11xi), (xviii) and (xxi) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A A-1 hereto. In giving such opinion such counsel Xxxxx & Wood llp may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, 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 Lead International Managers. 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 the Manager and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Fried, Frank, Harris, Shrixxx & XxxxxxxxXacoxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters pertaining to the Company set forth in clauses (1i), (2ii), (5) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7vi) through (10viii), inclusive, (11ix), (xi) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and (xviii) and the first full matters set forth in the penultimate paragraph of text following clause 16 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, 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 Lead ManagersManagers which may include counsel to the Company. 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 International Managers. At Closing Time, the Lead Managers Manager shall have received the favorable opinion, dated as of Closing Time, of Debevoise Hogax & XxxxxxxxXartxxx X.X.P., counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Stock -- Common Stock") and the first full penultimate paragraph of text following clause 16 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, 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 Lead ManagersManager. 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 the Subsidiaries and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead International Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Shearman & XxxxxxxxSterling, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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 and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Lead International Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Vinsxx & XxxxxxxxXlkixx X.X.P., counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7ix) through (10xi), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Stock -- Common Stock") and the first full penultimate paragraph of text following clause 16 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers Manager shall have received the favorable opinion, dated as of Closing Time, of Debevoise Vinsxx & XxxxxxxxXlkixx X.X.P., counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company, as amended), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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, 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 Lead ManagersManager. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Skadden, Arps, Slate, Xxxxxxx & XxxxxxxxXxxx LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ix), (5) x), (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7xiii) through (10xv), inclusive, (11) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such the opinions described in paragraphs (b), (c) and (d) above, each counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State Commonwealth of New YorkMassachusetts, the federal law of the United States and the General Corporation Law and the Revised Uniform Limited Partnership Act of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Skadden, Arps, Slate, Xxxxxxx & XxxxxxxxXxxx LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters effect set forth in clauses (1i), (2ii), (5v) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10), inclusive, (11vii) (solely as to the information in Purchase Agreement and the Prospectus under "Description of Capital Stock--Common Stock"U.S. Purchase Agreement), (viii), (ix), (xi), (xiii) and the first full paragraph of text following clause 16 (xxi) 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 Lead ManagersU.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 Company and its subsidiaries and certificates of public officials.. (h)

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Simpxxx Xxxxxxx & XxxxxxxxXartxxxx, counsel xxunsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiv) (solely as to the information in the Prospectus under "Description of Capital Common Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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, 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxxxxx & Xxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7vii) through (10ix), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxxxx, Carton & XxxxxxxxXxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses paragraphs (1), (2), (5), (6) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) 8) through (10), inclusive, (1113), (15) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of the 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 DelawareStates, upon the opinions of counsel satisfactory to the Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxx & XxxxxxxxWood LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2vii), (5viii) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7x) through (10xii), inclusive, (11xiv), (xvi) (solely as to the information in the Prospectus under "Description Shares of Capital StockBeneficial Interest--Common StockShares") and the first full penultimate paragraph of text following clause 16 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, 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 Lead Managers. 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 Company, the Operating Partnership and its subsidiaries and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxx & XxxxxxxxWood LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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, 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 Lead Managers. 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 International Managers. At Closing Time, the Lead International Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers Managers, with respect to the matters set forth in clause (iii) of Exhibit A-1 hereto and in clauses (1), (2), (5) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10), inclusive, (11) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock"i) and the first full paragraph of text following clause 16 (ii) of Exhibit A heretoA-2 hereto and in clauses (i) and (iv) of Exhibit A-3. 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 Lead ManagersInternational Managers (and, as to all matters governed by the laws of Bermuda, on the opinion of the Company's Bermuda counsel referred to in subsection (d) of this Section). 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 International Managers. At Closing Time, the Lead International Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Brown & XxxxxxxxWood llp, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7vii) through (10x), inclusiveinclusive (xii), (11xiv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel Brown & Wood llp may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, 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 Lead International Managers. 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 the Manager and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Vinsxx & XxxxxxxxXlkixx X.X.P., counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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 States of Texas and 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxxxx, Carton & XxxxxxxxXxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiii), (xv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of the 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 DelawareStates, upon the opinions of counsel satisfactory to the Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxx & XxxxxxxxXxxx LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiii), (xv) (solely as to the information in the Prospectus with respect to the Common Stock under the caption "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 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 Lead Managers. 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 International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise Shearman & XxxxxxxxSterling, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiii) (solely as to the information in the Prospectus under "Description of Capital Stock-- Authorized and Outstanding Capital Stock--Common Stock" and "Underwriting") and the first full penultimate paragraph of text following clause 16 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, 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 Lead ManagersU.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 Company and its subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise & Xxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses 1, 2, 4 (1as to the [CARAT] third [CARAT] clause thereof), 5 (2), (5) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) 8 through (10), inclusive, (11) , 13 (solely as to the information in the Prospectus under "Description of Capital Stock--Stock-- Common Stock") and the first full paragraph of text following clause 16 of Exhibit A A-2 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 and the Revised Uniform Limited Partnership Act of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers. 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 International Managers. At Closing Time, the Lead International Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise & XxxxxxxxCahixx Xxxxxx xxx Reinxxx, counsel xxunsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1i), (2ii), (5iii), (iv) and (viii) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Companyclause (viii), (7) through (10), inclusive, (11) (solely as to the information in the Prospectus Prospectuses under the caption "Description of Capital Stock---Common Stock") and the first full last paragraph of text following clause 16 of Exhibit A A-1 hereto. In giving such opinion opinion, such counsel may rely, will express no opinion 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 Lead Managers. 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.