Opinion of Counsel for the Bank Sample Clauses

Opinion of Counsel for the Bank. The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank, subject to customary qualifications, assumptions, limitations and exceptions, dated the Most Recent Quarterly Filing Date (as defined in the applicable Terms Agreement), in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters and the validity of the Notes.
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Opinion of Counsel for the Bank. The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank, subject to customary qualifications, assumptions, limitations and exceptions, dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters, the validity of the Notes, the Registration Statement and the preliminary prospectus filed on such Most Recent Quarterly Filing Date, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement and the preliminary prospectus.
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Opinion of Counsel for the Bank. On the Issue Date, the Authority, the Trustee and the Placement Agent shall have received an opinion of Counsel for the Bank, addressed to them and satisfactory in form and substance to Bond Counsel, Counsel for the Trustee and Counsel for the Placement Agent stating that the Letter of Credit has been duly authorized and delivered and constitutes a valid and binding obligation of the Bank.
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Opinion of Counsel for the Bank. At the Closing Time, the Underwriters and the Depositor shall have received the favorable opinion, dated as of the Closing Time, of in-house counsel of Wachovia Corporation, in form and substance satisfactory to counsel for the Underwriters, to the effect that: (i) The Bank has been duly organized and is validly existing as a national banking association under the law of the United States, and continues to hold a valid certificate to transact business as such, and has the requisite power and authority to service the Receivables, to enter into and perform its obligations under each Basic Document to which it is a party (collectively, the "Bank Agreements") and to conduct its business as described in the Preliminary Prospectus and the Prospectus. (ii) Each Bank Agreement has been duly authorized, executed and delivered by the Bank. (iii) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any court or governmental authority or agency or any other person is necessary or required by the Bank in connection with the authorization, execution, delivery and performance of any Bank Agreement or for the issuance, delivery, offer or sale of the Securities, other than those which have already been made, obtained or rendered. (iv) The execution, delivery and performance by the Bank of the Bank Agreements do not violate, result in a breach of or constitute a default under (A) any term or provision of the articles of association or bylaws of the Bank, (B) in any material respect, any statute, order known to such counsel, rule or regulation of any court or governmental agency or body having jurisdiction over the Bank or (C) in any material respect, any indenture or other agreement or instrument known to such counsel, after a limited, reasonable inquiry, to which the Bank is a party or by which it or any of its properties is bound. (v) To the best of such counsel's knowledge and information, there is no pending or threatened action, suit or proceeding before any court, administrative agency or other tribunal (A) asserting the invalidity of any Bank Agreement or (B) seeking to prevent the consummation by the Bank of the transactions contemplated by any Bank Agreement.
Sample 1
Opinion of Counsel for the Bank. On the Issue Date, the Issuers, the Trustee and the Placement Agent shall have received an opinion of Counsel for the Bank, addressed to them and satisfactory in form and substance to Bond Counsel, Counsel for the Trustee and Counsel for the Placement Agent (and the Borrower shall have received a reliance letter with respect thereto) stating that the Reimbursement Agreement and Letters of Credit have been duly authorized and delivered by the Bank and constitute the legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their terms, except insofar as enforceability may be limited by applicable insolvency, reorganization, liquidation, readjustment of debt or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity; and
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Opinion of Counsel for the Bank. An opinion of counsel for the Bank (Xxxxxx & Xxxxxx, P.C.) to the effect that the Letter of Credit has been duly authorized by the Bank and is a valid and binding obligation of the Bank.
Sample 1

Related to Opinion of Counsel for the Bank

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of Counsel for the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel for Underwriter The opinion of Xxxxxx Price P.C., counsel for the Underwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

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