Common use of Opinion of Counsel for the Underwriter Clause in Contracts

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable to the Underwriter. 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, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Sidley Austin LLP, counsel for the Underwriter, in a form reasonably acceptable with respect to the matters requested by the Underwriter. In giving such opinion 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, the General Corporation Law of the State of Delaware Revised Uniform Limited Partnership Act, and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Shearman & Xxxxxxxx Sterling LLP, counsel for the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter. 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, the federal law of the United States and the General Corporation Law of the State of Delaware and the federal securities laws of the United StatesDelaware, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, counsel for the Underwriter, Underwriter in a form reasonably acceptable and substance satisfactory to the Underwriter. 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, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinion, and negative assurance letter, each dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing TimeDate, the Underwriter shall have received the favorable opinion, dated the as of Closing TimeDate, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Chance US LLP, counsel for the Underwriter, in a form and substance reasonably acceptable to the Underwriter. In giving such opinion 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, the federal law of the United States and the General Corporation Law of the State of Delaware and the federal securities laws of the United StatesDelaware, upon the opinions of counsel satisfactory to the Underwriter. 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 and other or authorized representatives of the Company and its subsidiaries the Operating Partnership and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinionopinion and negative assurance letter, each dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriter, in a form with respect to such matters as the Underwriter may reasonably acceptable to the Underwriterrequest. 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, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the date of the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx XxXxxxx LLP, counsel for the Underwriter, in a form as to such matters as the Underwriter shall reasonably acceptable to the Underwriterrequest. 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, the federal law of the United States and the General Corporation Law of the State of Delaware and the federal securities laws of the United StatesDelaware, upon the opinions of counsel satisfactory to the UnderwriterCompany. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.