Common use of Opinion of Counsel for the Company and the Operating Partnership Clause in Contracts

Opinion of Counsel for the Company and the Operating Partnership. On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of: (i) Proskauer Rose LLP, counsel for the Company, dated as of such Closing Date, and a supplemental “negative assurances” letter from such counsel, in substantially the forms attached hereto as Exhibit C and Exhibit D respectively (and the Representatives shall have received an additional signed copy of such counsel’s legal opinion and negative assurance letter for each of the several Underwriters); (ii) Proskauer Rose LLP, counsel for the Company, dated as of such Closing Date, with respect to certain tax matters in connection with the issuance and sale of common stock, in substantially the form attached hereto as Exhibit E, (and the Representatives shall have received an additional signed copy of such counsel’s legal opinion for each of the several Underwriters); and (iii) Vxxxxxx LLP, counsel for the Company, dated as of such Closing Date, in substantially the form attached hereto as Exhibit F (and the Representatives shall have received an additional signed copy of such counsel’s legal opinion for each of the several Underwriters).

Opinion of Counsel for the Company and the Operating Partnership. On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of: (i) Proskauer Rose LLP, counsel for the Company, dated as of such Closing Date, and a supplemental “negative assurances” letter from such counsel, in substantially the forms attached hereto as Exhibit C and Exhibit D respectively (and the Representatives shall have received an additional signed copy of such counsel’s legal opinion and negative assurance letter for each of the several Underwriters); (ii) Proskauer Rose LLP, counsel for the Company, dated as of such Closing Date, with respect to certain tax matters in connection with the issuance and sale of common stock, in substantially the form attached hereto as Exhibit E, (and the Representatives shall have received an additional signed copy of such counsel’s legal opinion for each of the several Underwriters); and (iii) Vxxxxxx Xxxxxxx LLP, counsel for the Company, dated as of such Closing Date, in substantially the form attached hereto as Exhibit F (and the Representatives shall have received an additional signed copy of such counsel’s legal opinion for each of the several Underwriters).

Opinion of Counsel for the Company and the Operating Partnership. On each of the First Closing Date and each Option Closing Date the Representatives Representative shall have received the opinion of: (i) Proskauer Rose LLP, counsel for the Company, dated as of such Closing Date, and a supplemental “negative assurances” letter from such counsel, in substantially the forms attached hereto as Exhibit C and Exhibit D respectively (and the Representatives Representative shall have received an additional signed copy of such counsel’s legal opinion and negative assurance letter for each of the several Underwriters); (ii) Proskauer Rose LLP, counsel for the Company, dated as of such Closing Date, with respect to certain tax matters in connection with the issuance and sale of common stock, in substantially the form attached hereto as Exhibit E, (and the Representatives Representative shall have received an additional signed copy of such counsel’s legal opinion for each of the several Underwriters); and (iii) Vxxxxxx LLP, counsel for the Company, dated as of such Closing Date, in substantially the form attached hereto as Exhibit F (and the Representatives shall have received an additional signed copy of such counsel’s legal opinion for each of the several Underwriters).;