Common use of Opinion of Counsel for the Fund and the Advisers Clause in Contracts

Opinion of Counsel for the Fund and the Advisers. At the Closing Time, the Representative(s) shall have received the favorable opinions, dated the Closing Time, of Sidley Austin LLP and Xxxxxxx LLP, counsel for the Fund (the “Fund’s Counsel”), of [NAME OF COUNSEL FOR MANAGER], counsel for the Manager, and of [NAME OF COUNSEL FOR SUBADVISER], counsel for the Subadviser, each 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 Exhibits A, B and C hereto and to such further effect as counsel to the Underwriters may reasonably request. The opinion of the Fund’s Counsel shall state that Xxxxxxxx Chance US LLP, counsel for the Underwriters, may rely on such opinion as to matters of Maryland law for the purposes of rendering its opinion referenced in Section 5(c).

Opinion of Counsel for the Fund and the Advisers. At the Closing Time, the Representative(s) Dealers shall have received the favorable opinions, dated the Closing Time, of Sidley Austin LLP and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Fund (the “"Fund’s 's Counsel”"), of [NAME OF COUNSEL FOR MANAGER]Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the ManagerInvestment Adviser, and of [NAME OF COUNSEL FOR SUBADVISER]Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the SubadviserSub-Adviser, each in form and substance satisfactory to counsel for the UnderwritersDealers, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A, B and C hereto and to such further effect as counsel to the Underwriters Dealers may reasonably request. The opinion of the Fund’s 's Counsel shall state that Xxxxxxxx Clifford Chance US LLP, counsel for the UnderwritersDealers, may rely on such opinion as to matters of Maryland Delaware law for the purposes of rendering its opinion referenced in Section 5(c).

Opinion of Counsel for the Fund and the Advisers. At the Closing Time, the Representative(s) shall have received the favorable opinions, dated the Closing Time, of Sidley Austin LLP and Xxxxxxx Ropes & Xxxx LLP, counsel for the Fund (the “Fund’s Counsel”), of [NAME OF COUNSEL FOR MANAGER], counsel for the Manager, and of [NAME OF COUNSEL FOR SUBADVISER], counsel for the Subadviser, each 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 Exhibits A, B and C hereto and to such further effect as counsel to the Underwriters may reasonably request. [The opinion of the Fund’s Counsel shall state that Xxxxxxxx Chance US LLP, counsel for the Underwriters, may rely on such opinion as to matters of Maryland Massachusetts law for the purposes of rendering its opinion referenced in Section 5(c).]

Opinion of Counsel for the Fund and the Advisers. At the Closing Time, the Representative(s) shall have received the favorable opinions, dated the Closing Time, of Sidley Austin LLP and Xxxxxxx Dechert LLP, counsel for the Fund (the “"Fund’s 's Counsel”"), of [NAME OF COUNSEL FOR MANAGER], counsel for the Manager, and of [NAME OF COUNSEL FOR SUBADVISERSUB-ADVISOR], counsel for the SubadviserSub-Advisor, each 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 Exhibits A, B and C hereto and to such further effect as counsel to the Underwriters may reasonably request. [The opinion of the Fund’s 's Counsel shall state that Xxxxxxxx Cxxxxxxx Chance US LLP, counsel for the Underwriters, may rely on such opinion as to matters of Maryland Delaware law for the purposes of rendering its opinion referenced in Section 5(c).]

Opinion of Counsel for the Fund and the Advisers. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinions, dated the Closing Time, of Sidley Austin LLP and Xxxxxxx Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for the Fund (the “Fund’s Counsel”), of [NAME OF COUNSEL FOR MANAGER·], Maryland counsel to the Fund, of [·], counsel for the Manager, Investment Adviser and of [NAME OF COUNSEL FOR SUBADVISER·], counsel for the SubadviserSub-Adviser, each 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 Exhibits A, B and C hereto and to such further effect as counsel to the Underwriters may reasonably request. The opinion of the Fund’s Counsel shall state that Xxxxxxxx Chance US LLP, counsel for the Underwriters, may rely on such opinion as to matters of Maryland law for the purposes of rendering its opinion referenced in Section 5(c).