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

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx & Xxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 3 contracts

Samples: Equity Offeringsm Sales Agreement (Essential Properties Realty Trust, Inc.), Equity Offeringsm Sales Agreement (Essential Properties Realty Trust, Inc.), Equity Offeringsm Sales Agreement (Essential Properties Realty Trust, Inc.)

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Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 2 contracts

Samples: Equity Offeringsm Sales Agreement (South Jersey Industries Inc), Equity Distribution Sales Agreement (Black Hills Corp /Sd/)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (B&G Foods, Inc.)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Offering SM Sales Agreement, the Agents shall have received the favorable written opinion or opinions and letters of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion opinions or opinionsletters, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. Such counsel may also state that, insofar as such opinion opinions 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Ventas Inc)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Distribution Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State States of New YorkYork and California, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Distribution Sales Agreement (CAI International, Inc.)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx Sxxxxxxx & Xxxxxxx Sterling LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Annovis Bio, Inc.)

Opinion of Counsel for the Agents. On Upon commencement of the date offering of Shares under this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions and negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxxxx Sterling LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Mineralys Therapeutics, Inc.)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion opinions or opinions other statements of Xxxxxx Bass, Xxxxx & Xxxxxxx LLPXxxx PLC, counsel for the AgentsAgent, dated such date, with respect to such matters as the Agents Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the AgentsAgent. Such counsel may also state that, insofar as such opinion involves opinion(s) involve(s) 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.

Appears in 1 contract

Samples: Terms Agreement (Corrections Corp of America)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx & Xxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New YorkXxxxx xx Xxx Xxxx, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Sabre Corp)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx & Xxxxxxx Xxxxxxxxx Xxxxxxx, LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Team Inc)

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Opinion of Counsel for the Agents. On the each date of this ATM Equity OfferingSM Sales Agreementset forth in Section 3(p), the Agents shall have received the favorable written opinion or opinions of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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 Subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Colony Starwood Homes)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Communications Sales & Leasing, Inc.)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Distribution Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Equity Distribution Sales Agreement (Black Hills Corp /Sd/)

Opinion of Counsel for the Agents. On the date of this ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion or opinions of Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. 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.

Appears in 1 contract

Samples: Terms Agreement (Inovio Pharmaceuticals, Inc.)

Opinion of Counsel for the Agents. On the date of this Amended and Restated ATM Equity OfferingSM Sales Agreement, the Agents shall have received the favorable written opinion opinions or opinions other statements of Xxxxxx & Xxxxxxx Bird LLP, counsel for the Agents, dated such date, with respect to such matters as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. Such counsel may also state that, insofar as such opinion involves opinion(s) involve(s) 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.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (CoreCivic, Inc.)

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