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 opinion, dated as of Closing Time, of Wxxxxxx Xxxx & Gxxxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for 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 and the federal law 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 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, dated as of the Closing Time, of Wxxxxxx Xxxx Xxxxxx & Gxxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for in form 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 and the federal law 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 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, dated as of the Closing Time, of Wxxxxxx Xxxx & Gxxxxxxxx Sidley Austin LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for 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 and the federal law 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Wxxxxxx Xxxx Fried, Frank, Harris, Xxxxxxx & Gxxxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for the Underwriterrespect to matters to be 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, 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 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, dated as of Closing Time, of Wxxxxxx Xxxx Shearman & Gxxxxxxxx Sterling LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for 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, 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 of the Company and its Subsidiaries Subsidiaries, certificates of officers of the Selling Stockholder and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Wxxxxxx Xxxx Xxxxxx & Gxxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for in a form 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 and the federal law 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 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 opinion, dated as of the Closing Time, of Wxxxxxx Xxxx Xxxxxxxx & Gxxxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for in the form 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 and the federal law 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 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, dated as of Closing Time, of Wxxxxxx Xxxx Fried, Frank, Harris, Sxxxxxx & Gxxxxxxxx Jxxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for the Underwriterrespect to matters to be 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, 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 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, dated as of Closing Time, of Wxxxxxx Xxxx & Gxxxxxxxx Sidley Austin LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for the Underwriterrespect to agreed upon matters. 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 StatesStates and the General Corporation Law of the State of Delaware, 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 Operating Partnership, Company and its Subsidiaries their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the an opinion, dated as of Closing Time, of Wxxxxxx Xxxx Skadden, Arps, Slate, Mxxxxxx & Gxxxxxxxx Fxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for in form 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 and the federal law 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 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, dated as of Closing Time, of Wxxxxxx Xxxx Shearman & Gxxxxxxxx LLPSterling, counsel for the Underwriter, together with signed or reproduced copies of such letter for in a form 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 and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, 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 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, dated as of Closing Time, of Wxxxxxx Xxxx Fried, Frank, Harris, Xxxxxxx & Gxxxxxxxx Xxxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for 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 and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, 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 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, dated as of the Closing Time, of Wxxxxxx Xxxx Latxxx & Gxxxxxxxx LLPWatxxxx XXP, counsel for the Underwriter, together with signed or reproduced copies of such letter for in a form 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 and the federal law 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 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, dated as of Closing Time, of Wxxxxxx Xxxx & Gxxxxxxxx LLPDewex Xxxxxxxxxx XXX, counsel for the Underwriter, together with signed or reproduced copies of respect to such letter for the Underwritermatters as it may reasonably request. 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, 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 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, dated as of Closing Time, of Wxxxxxx Xxxxxxx, Procter & Xxxx & Gxxxxxxxx LLP, counsel for the Underwriter, together with signed or reproduced copies of such letter for 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 and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, 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 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, dated as of the Closing Time, of Wxxxxxx Xxxx Shearman & Gxxxxxxxx LLPSterling, counsel for the Underwriter, together Underwriter with signed or reproduced copies of respect to such letter for matters as are reasonably 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 and the federal law 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 of the Company and its Subsidiaries subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter Underwriters shall have received the favorable opinion, dated as of Closing Time, of Wxxxxxx Xxxx Baker & Gxxxxxxxx Hostetler LLP, counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for the Underwriterrespect tx xxxh mxxxxxx xx it may reasonably request. 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, 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 of the Company and its Subsidiaries and certificates of public officials.