Common use of Opinion of Counsel for the Selling Stockholder Clause in Contracts

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At Closing Time the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxx Xxxx Liddell, Sapp, Zivley, Hill & Xxxxxxxx LLPLaBoxx, counsel for the X.L.P., Selling Stockholder's Counsel, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Cxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx Hxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel together with signed or reproduced copies of such letter for each of the Underwriterother Underwriters, to the effect set forth in Exhibit B F hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, C hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLPXxxxxx XxXxxxxx PC, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersUnderwriters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representative shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form reasonably satisfactory to counsel for the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersUnderwriters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx Xxxx & Xxxxxxxx Dechert LLP, counsel for the Selling Stockholder, (“Selling Stockholder’s Counsel”) in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto, A-3 hereto and to such further effect as the Representatives or counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinionfavorable opinion (a draft of which opinion is attached as Exhibit C hereto), dated the as of Closing Time, of Xxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for the Selling Stockholder, which shall be in form and substance satisfactory to the Representatives and counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.that:

Opinion of Counsel for the Selling Stockholder. At In-house counsel for the Closing Time, the Underwriter Selling Stockholder shall have received furnished to the Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLPas the case may be, counsel for and addressed to the Selling StockholderUnderwriters, in form and substance reasonably satisfactory to counsel for the UnderwriterRepresentatives, to the effect set forth in Exhibit Annex B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholder, shall have furnished to the Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersRepresentatives.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxx Xxxx Tomotsune Kimura & Xxxxxxxx LLPMitomi, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto, hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx Sheppard, Mullin, Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, C hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, to together with signed or reproduced copies of such letter for each of the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersother Underwriters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Underwriters shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLPXxxxx L.L.P., counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLPBuchxxxx Xxxersol Professional Corporation, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the Representatives, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.that:

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxx Xxxx, Xxxx & Xxxxxxxx LLPXxxxx LLC, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, to together with signed or reproduced copies of such letter for each of the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersother Underwriters if requested.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, C hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxx Xxxx Tomotsune Kimura & Xxxxxxxx LLPMitomi, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLPX. Xxxxxxxx, counsel for Associate General Counsel of the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, B-1 hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx Mourant Ozannes, counsel for the Selling Stockholder, and Kxxxxxxx & Xxxxxxxx Exxxx LLP, special U.S. counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, to together with signed or reproduced copies of such letter for each of the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersother Underwriters.

Opinion of Counsel for the Selling Stockholder. At Legal counsel (who may be in-house counsel) for the Closing TimeSelling Stockholder, the Underwriter shall have received furnished to the Representative, at the request of the Selling Stockholder, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLPas the case may be, counsel for and addressed to the Selling StockholderUnderwriters, in form and substance reasonably satisfactory to the Representative and counsel for to the UnderwriterUnderwriters, to the effect set forth in Exhibit Annex B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Xxxxxxxx & Xxxxx LLP shall have received furnished to the Representatives such counsel’s written opinion, as counsel to the Selling stockholder, addressed to the Underwriters and dated the Initial Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling StockholderDate, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersRepresentatives.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Underwriters shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLPBxxxx Bxxxx L.L.P., counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxx Xxxx Winston & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel together with signed or reproduced copies of such letter for each of the Underwriter, other Underwriters with respect to the effect matters set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinion, dated the as of Closing Time, of Xxxxx Xxxx King & Xxxxxxxx LLPSpalding, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterU.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxx Xxxx Cravath, Swaine & Xxxxxxxx LLPMoore, counsel for the Selling Stockholder, in form and substance substxxxx satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto, C hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholder, shall have furnished to the Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersRepresentatives.