Common use of Opinion of Counsel for the Agent Clause in Contracts

Opinion of Counsel for the Agent. On the Commencement Date and, if specified in any Terms Agreement, the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of counsel for the Agent with respect to the matters set forth in subparagraphs (ii)(A), (ii)(B), (ii)(C), (ii)(D) and, the second sentence of (ii)(E) of paragraph (b) of this Section 7, and with respect to such other matters as the Agent may reasonably require. In rendering such opinion, such counsel to the Agent may rely, as to the incorporation of the Company, all other matters governed by the laws of the State of Pennsylvania and the applicability of the 1935 Act upon the opinion of Michael A. McGrail, Esq., Thomas D. Salus, Esq. or such other counsel rexxxxxx xx xxxxx. Xx xxdition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Agent at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed; and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subparagraph (ii)(B) of paragraph (b) of this Section 7), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement, as of its effective date, or the Prospectus, as of the date of this Agreement, and any amendments or supplements thereto, as of their respective effective or issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein not misleading (it being understood that such counsel need make no comment with respect to the financial statements or other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus).

Opinion of Counsel for the Agent. On the Commencement Date and, if specified in any Terms Agreement, the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of counsel Counsel for the Agent with respect to the matters set forth in subparagraphs subheadings (ii)(Aii), (ii)(Biii), (ii)(Civ), (ii)(Dv) and, the second sentence of (ii)(Evi) of paragraph (b) of this Section 7, and with respect to such other matters as the Agent may reasonably require. In rendering such opinion, such counsel to the Agent Xxxxxx Xxxxxx & Xxxxxxx may rely, as to the incorporation of the Company, all other matters governed by the laws of the State of Pennsylvania Maryland and the applicability of the 1935 Act upon the opinion of Michael A. McGrailcounsel for the Company referred to above, Esq.and, Thomas D. Salusas to matters governed by the laws of the Commonwealth of Pennsylvania, Esqupon an opinion of Ballard, Spahr, Xxxxxxx & Ingersoll. or such other counsel rexxxxxx xx xxxxx. Xx xxditionIn addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Agent at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed; and and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subparagraph clause (ii)(Biii) of paragraph (b) of this Section 7), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement, as of its effective date, or the Prospectus, as of the date of this Agreement, and any amendments or supplements thereto, as of their respective effective or issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein not misleading (it being understood that such counsel need make no comment with respect to the financial statements or other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus).

Opinion of Counsel for the Agent. On the Commencement Date and, if specified in any Terms Agreement, the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of counsel Counsel for the Agent with respect to the matters set forth in subparagraphs subheadings (ii)(Aii), (ii)(Biii), (ii)(Civ), (ii)(Dv) and, the second sentence of (ii)(Evi) of paragraph (b) of this Section 7, and with respect to such other matters as the Agent may reasonably require. In rendering such opinion, such counsel to the Agent Xxxxxx Xxxxxx & Xxxxxxx LLP may rely, as to the incorporation of the Company, all other matters governed by the laws of the State of Pennsylvania Maryland and the applicability of the 1935 Act upon the opinion of Michael A. McGrail, Esq., Thomas D. Salus, Esqcounsel for the Company referred to above. or such other counsel rexxxxxx xx xxxxx. Xx xxditionIn addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Agent at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed; and and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subparagraph clause (ii)(Biii) of paragraph (b) of this Section 7), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement, as of its effective date, or the Prospectus, as of the date of this Agreement, and any amendments or supplements thereto, as of their respective effective or issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein not misleading (it being understood that such counsel need make no comment with respect to the financial statements or other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus).

Opinion of Counsel for the Agent. On the Commencement Date and, if specified in any Terms Agreement, the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of counsel for the Agent with respect to the matters set forth in subparagraphs (ii)(A), (ii)(B), (ii)(C), (ii)(D) and, the second sentence of (ii)(E) of paragraph (b) of this Section 7, and with respect to such other matters as the Agent may reasonably require. In rendering such opinion, such counsel to the Agent may rely, as to the incorporation of the Company, all other matters governed by the laws of the State of Pennsylvania and the applicability of the 1935 Act upon the opinion of Michael A. McGrail, Esq., Thomas D. Salus, Esq. or such other counsel rexxxxxx xx xxxxx. Xx xxditionxxxxxxxx, such xuch counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Agent at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed; and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subparagraph (ii)(B) of paragraph (b) of this Section 7), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement, as of its effective date, or the Prospectus, as of the date of this Agreement, and any amendments or supplements thereto, as of their respective effective or issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein not misleading (it being understood that such counsel need make no comment with respect to the financial statements or other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus).

Opinion of Counsel for the Agent. On the Commencement Date and, if specified in any Terms Agreement, the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of counsel Counsel for the Agent with respect to the matters set forth in subparagraphs subheadings (ii)(Aiii), (ii)(Biv), (ii)(C), (ii)(Dv) and, the second sentence of (ii)(Evi) of paragraph (b) of this Section 7, and with respect to such other matters as the Agent may reasonably require. In rendering such opinion, such counsel to the Agent Xxxxxx Xxxxxx & Xxxxxxx may rely, as to the incorporation of the Company, all other matters governed by the laws of the State of Pennsylvania Maryland and the applicability of the 1935 Act Act, upon the opinion of Michael A. McGrail, Esq., Thomas D. Salus, Esqcounsel for the Company referred to above. or such other counsel rexxxxxx xx xxxxx. Xx xxditionIn addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Agent at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed; and and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subparagraph clause (ii)(Biii) of paragraph (b) of this Section 7), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement, as of its effective date, or the Prospectus, as of the date of this Agreement, and any amendments or supplements thereto, as of their respective effective or issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need make no comment with respect to the financial statements or other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus).

Opinion of Counsel for the Agent. On the Commencement Date and, if specified in any Terms Agreement, the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of counsel Counsel for the Agent with respect to the matters set forth in subparagraphs subheadings (ii)(Aii), (ii)(Biii), (ii)(Civ), (ii)(Dv) and, the second sentence of (ii)(Evi) of paragraph (b) of this Section 7, and with respect to such other matters as the Agent may reasonably require. In rendering such opinion, such counsel to the Agent Cahill Gordon & Reindel may rely, as to the incorporation of xxx Xxxxxxx, txx xxxxoval of the CompanyPublic Service Commission of Maryland required for the issuance, sale and delivery of the Shares, all other matters governed by the laws of the State of Pennsylvania Maryland and the applicability of the 1935 Act upon the opinion of Michael A. McGrailcounsel for the Company referred to above, Esq.and, Thomas D. Salusas to matters governed by the laws of the Commonwealth of Pennsylvania, Esqupon an opinion of Ballard, Spahr, Andrews & Ingersoll. or such other counsel rexxxxxx xx xxxxx. Xx xxditionIn addition, such counsel shall xxxxx state that it such counsel has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Agent at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed; and and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as to the matters referred to in their opinion rendered pursuant to subparagraph clause (ii)(Biii) of paragraph (b) of this Section 7), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that either the Registration Statement, as of its effective date, or the Prospectus, as of the date of this Agreement, and any amendments or supplements thereto, as of their respective effective or issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements therein not misleading (it being understood that such counsel need make no comment with respect to the financial statements or other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus).