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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers, in customary form and covering such matters as the International Managers may reasonably request. 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, Time the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Brown & Xxxx Wood LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International ManagersManagers with respect to the matters set forth in (i), in customary form (v), and covering such matters as (viii) to (xi), inclusive, and the International Managers may reasonably requestlast 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, 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 certificates of public officials.