Common use of Opinion of Counsel for the Initial Purchasers Clause in Contracts

Opinion of Counsel for the Initial Purchasers. At the Closing Time, the Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, with respect to certain matters agreed upon. 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 and the General Corporation Law of the State of Delaware, 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 Company, the Guarantors and the Subsidiaries and certificates of public officials.

Opinion of Counsel for the Initial Purchasers. At the Closing Time, the Initial Purchasers Representatives shall have received the favorable opinion, dated as of the Closing Time, of Fried, Frank, Harris, Xxxxxx Xxxxxx & Xxxxxxx & XxxxxxxxLLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, with respect in form and substance reasonably satisfactory to certain matters agreed uponthe Representatives. 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 York, the federal law of the United States and States, the General Corporation Law of the State of DelawareDelaware and the California Corporations Code, upon the opinions of counsel satisfactory to the RepresentativeRepresentatives. 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 Company, the Guarantors and the Subsidiaries Issuers and certificates of public officials.

Opinion of Counsel for the Initial Purchasers. At the Closing Time, the Initial Purchasers Representatives shall have received the favorable opinion, dated as of the Closing Time, of FriedFxxxx, FrankFxxxx, HarrisHxxxxx, Xxxxxxx Sxxxxxx & XxxxxxxxJxxxxxxx LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, with respect to certain matters agreed upon. 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 and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativeRepresentatives. 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 Company, the Guarantors Company and the Subsidiaries and certificates of public officials.

Opinion of Counsel for the Initial Purchasers. At the Closing Time, the Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of FriedXxxxx, FrankXxxxx, HarrisXxxxxx, Xxxxxxx & Xxxxxxxx, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, with respect to certain matters agreed upon. 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 and the General Corporation Law of the State of Delaware, 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 Company, the Guarantors and the Subsidiaries and certificates of public officials.