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

Opinion of Counsel for the Co. Issuers and the Arbor Parent. Xxxxxxxx Chance US LLP, special counsel to the Co-Issuers and the Arbor Parent, Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Co-Issuer, Xxxxxx and Xxxxxx, Cayman Islands counsel to the Issuer, and other applicable counsel to the Arbor Parent shall have furnished to the Placement Agent their respective written opinions with respect to such matters as the Placement Agent may reasonably request, each dated the Closing Date and addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent. Except with respect to any negative assurance letter relating to the Time of Sale Information or the Offering Memorandum, each such opinion (a) may express counsel’s reliance as to factual matters on certificates of government and agency officials and the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to the Basic Documents and (b) may be qualified as an opinion only on the law of the State of New York, the laws of the Cayman Islands, the Delaware Limited Liability Company Act and/or the federal law of the United States of America.

Opinion of Counsel for the Co. Issuers and the Arbor Parent. Xxxxxxxx Chance US Cadwalader, Xxxxxxxxxx & Xxxx LLP, special counsel to the Co-Issuers and the Arbor Parent, Xxxxxxxx, Xxxxxx & Finger, P.A., P.A. counsel to the Co-Issuer, Xxxxxx and Xxxxxx, Cayman Islands counsel to the Issuer, and other applicable counsel to the Arbor Parent shall have furnished to the Placement Agent their respective written opinions with respect to such matters as the Placement Agent may reasonably request, each dated the Closing Date and addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent. Except with respect to any negative assurance letter relating to the Time of Sale Information or the Offering Memorandum, each such opinion (a) may express counsel’s reliance as to factual matters on certificates of government and agency officials and the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to the Basic Documents and (b) may be qualified as an opinion only on the law of the State of New York, the laws of the Cayman Islands, the Delaware Limited Liability Company Act and/or and the federal law of the United States of America.

Opinion of Counsel for the Co. Issuers and the Arbor Parent. Xxxxxxxx Chance US Cadwalader, Xxxxxxxxxx & Xxxx LLP, special counsel to the Co-Issuers and the Arbor Parent, Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Co-Issuer, Xxxxxx and Xxxxxx, Cayman Islands counsel to the Issuer, and other applicable counsel to the Arbor Parent shall have furnished to the Placement Agent their respective written opinions with respect to such matters as the Placement Agent may reasonably request, each dated the Closing Date and addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent. Except with respect to any negative assurance letter relating to the Time of Sale Information or the Offering Memorandum, each such opinion (a) may express counsel’s reliance as to factual matters on certificates of government and agency officials and the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to the Basic Documents and (b) may be qualified as an opinion only on the law of the State of New York, the laws of the Cayman Islands, the Delaware Limited Liability Company Act and/or the federal law of the United States of America.