Common use of Opinion of Counsel for Underwriter Clause in Contracts

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statement, each dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in a form and substance reasonably satisfactory 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in form and substance with respect to such matters as the Underwriter may reasonably satisfactory 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable an opinion and negative assurance statementletter, each dated the Closing Time, of Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably satisfactory Underwriter with respect to such matters as the UnderwriterUnderwriter may require. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably satisfactory Underwriter as to such matters as the UnderwriterUnderwriter may require. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably 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 reasonably satisfactory to the UnderwriterUnderwriter . 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the as of Closing Time, of Xxxxxx Hunton & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably 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, York and 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the as of Closing Time, of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably 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, York and 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 Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated as of the Closing TimeTime or the date of the closing of the additional purchase, if any, as applicable, of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably satisfactory with respect to such matters as the UnderwriterUnderwriter may require. 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 York 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Shearman & Xxxxxxx Sterling LLP, counsel for the Underwriter, in a form and substance reasonably 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the as of Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably 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 Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel for the Underwriter, in form and substance reasonably 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Sxxxxx Xxxxxx & Xxxxxxx LLPllp, counsel for the Underwriter, in form and substance reasonably 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 reasonably 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated as of the Closing Time, of Xxxxxx & Xxxxxxx Sidley Austin LLP, counsel for the Underwriter, in form and substance reasonably satisfactory with respect to those 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 and the federal securities laws law of the United States, the Delaware General Corporation Law and the Delaware Revised Uniform Limited Partnership Act, 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 Company, the Operating Partnership, the other Simon Entities, the Selling Shareholder and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter Representative shall have received the favorable opinion and negative assurance statementopinion, each dated the as of Closing Time, of Xxxxxx Cxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Hxxxxxxx LLP, counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter in form and substance reasonably satisfactory to the UnderwriterRepresentative. 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 York and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the UnderwriterRepresentative. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Ropes & Xxxxxxx Xxxx LLP, counsel for the Underwriter, in form and substance reasonably satisfactory to with respect such matters as the UnderwriterUnderwriter may require. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Ropes & Xxxxxxx Xxxx LLP, counsel for the Underwriter, in form and substance reasonably satisfactory with respect to the Underwritermatters set forth in Exhibit B hereto, and other related matters as the Underwriter may require. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the as of Closing Time, of Cxxxxx Xxxxxx & Xxxxxxx LLPRxxxxxx llp, counsel for the Underwriter, in form and substance reasonably 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 Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable an opinion and negative assurance statementletter, each dated the Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably satisfactory Underwriter with respect to such matters as the UnderwriterUnderwriter may require. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion and negative assurance statementopinion, each dated the Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLPllp, counsel for the Underwriter, in form and substance reasonably 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 reasonably satisfactory to the UnderwriterUnderwriter . 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.