Opinion of Counsel for the Fund. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Brown & Wood LLP, counsel to the Fund to the effect set forxx xx Xxxxxxt A xxxeto.
Opinion of Counsel for the Fund and the Underwriter. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Brown & Wood LLP, counsel to the Fund and the Underwriter, xx xxx xxxect xxx forth in Exhibit A hereto.
Opinion of Counsel for the Fund. At Closing Time, the Representative shall have received the favorable opinions, dated as of Closing Time, from (x) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Fund, 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 on Schedule E-1 hereto, and (y) Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Fund, 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 on Schedule E-2 hereto.
Opinion of Counsel for the Fund. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, from K&L Gates LLP, counsel for the Fund, 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 on Schedule E hereto.
Opinion of Counsel for the Fund. At the Time of Closing, the Underwriters will have received the written opinion of (i) Burnet, Xxxxxxxxx & Xxxxxx LLP, counsel to the Fund, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect set forth in Schedule C; provided that, in rendering such opinion, Xxxxxxx, Xxxxxxxxx & Xxxxxx LLP will be entitled to rely on the opinions of local counsel as to matters governed by the Applicable Laws of jurisdictions other than the federal laws of Canada and the provinces of Alberta and Ontario, and, as to matters of fact, upon certificates of officers of the Fund Entities; and (ii) XxXxxxx Long & Xxxxxxxx LLP, U.S. counsel to the Fund, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect set forth in Schedule C-2, and an opinion of Xxxxxx & Whitney LLP, U.S. tax counsel to the Fund, dated the closing date and addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, as referred to in Schedule C-2.
Opinion of Counsel for the Fund. The Dealer Manager has received the favorable opinion of Clifford Chance US LLP, counsel for the Fund, dated the Reprexxxxxxxxn Date, in form and substance satisfactory to counsel for the Dealer Manager, to the effect that:
(i) the Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland;
(ii) the Fund has the corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Prospectus;
(iii) the Fund is duly qualified as a foreign corporation to do business as a foreign corporation in each jurisdiction within the United States wherein it owns or leases material properties or conducts material business;
(iv) the Registration Statement is effective under the Acts and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose, or under Section 8(e) of the Investment Company Act, are pending or threatened by the Commission;
(v) the Fund is registered with the Commission as a diversified, closed-end management investment company under the Investment Company Act and, to such counsel's knowledge, no order of suspension or revocation of such registration has been issued or proceedings initiated for that purpose or threatened by the Commission;
(vi) this Agreement and each Soliciting Dealer Agreement have been duly authorized, executed and delivered by the Fund. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at law, and, except further, as the enforceability of the indemnification and contribution provisions contained in this Agreement and the Soliciting Dealer Agreements may be limited by U.S. federal and state securities laws;
(vii) none of (A) the execution and delivery by the Fund of, and the performance by the Fund of its obligations under, this Agreement and each Soliciting Dealer Agreement, or (B) the di...
Opinion of Counsel for the Fund. At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Dechert LLP, counsel for the Fund (“Fund Counsel”), 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 D hereto and to such further effect as counsel to the Underwriters may reasonably request. Insofar as the opinion expressed above related to or is dependent upon matters governed by Maryland law, Dechert LLP will be permitted to rely on the opinion of MxXxxxxxx Will & Exxxx LLP (“Maryland Counsel”).
Opinion of Counsel for the Fund. The favorable opinion of Fund Counsel in form and substance satisfactory to counsel for the Underwriters, dated such Option Closing Date, relating to the Option Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(b)(i) hereof. Insofar as the opinion expressed above related to or is dependent upon matters governed by Maryland law, Fund Counsel will be permitted to rely on the opinion of Maryland Counsel.
Opinion of Counsel for the Fund. (1) With respect to the status of the shares of the 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 Fund. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling LLP, counsel to the Fund, in form and substance to the effect set forth in Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Representative. 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 of the Fund and certificates of public official
