Common use of Opinion of Counsel for Underwriters Clause in Contracts

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLP[ ], counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, States upon the opinions of counsel reasonably satisfactory to the Representatives, including counsel of the Company. 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/or any of the Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such In rendering such opinion, such counsel may also state that, insofar rely as such opinion involves factual matters, they have reliedto matters of fact (but not as to legal conclusions), to the extent they deem proper, upon on certificates of responsible officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such In rendering such opinion, such counsel may also state that, insofar rely as such opinion involves factual matters, they have reliedto matters of fact (but not as to legal conclusions), to the extent they deem proper, upon on certificates of responsible officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPllp, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx & XxXxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may requireshall reasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP[—], counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 the Advisor and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Representatives may requireUnderwriters. 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 securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated the as of Closing Time, of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin from Dechert LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such the Registration Statement, the Prospectus and other related matters as the Representatives Representative may reasonably 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPDLA Piper LLP (US) (“DLA”), counsel for the Underwriters, together with signed or reproduced copies of such letter for each of . The opinion shall address the other Underwriters, with respect to such matters as the Representatives may requirereasonably request. 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 securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPDxxxxxxxx Wxxxxx PLLC, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives Representative may requirereasonably request. 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 Michigan and Nevada, and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 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 Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 THL Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Clifford Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters substantially to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin from Xxxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such the Registration Statement, the Prospectus and other related matters as the Representatives Representative may reasonably 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives Representative 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPShearman & Sterling, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Representatives may requireRepresentatives. 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 York, and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP[ ], counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters substantially to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable an opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives Representative may requirereasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Representatives may requireeffect set forth in Exhibit D hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative(s). 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in a form reasonably satisfactory to such matters as the Representatives may requireUnderwriters. 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 securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Guarantor and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin Xxxxx & XxXxxxx LLP, counsel for the Underwriters, as to such matters as the Underwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Representatives may requireeffect set forth in Exhibit C hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 THL Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Representatives may requireeffect set forth in Exhibit C hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative(s). 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 THL Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Skadden, Arps, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx, Xxxxx & Bockius LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may requireshall reasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPllp, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives Representative 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, as to such matters as the Representatives shall reasonably request, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxx Lovells US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives Underwriters reasonably may requirerequest. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may requireshall reasonably request. In giving such opinion, such counsel may rely, rely upon the opinion of Xxxxxxx LLP as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesMaryland. 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 Transaction Entities and its their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives may requireshall reasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 the Subsidiary and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPDxxxx Xxxx & Wxxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx, LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated the as of Closing Time, of Sidley Austin Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives Underwriters may requirerequest. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Fund and its subsidiaries the Investment Adviser and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx & Xxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx & Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPXxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives may reasonably 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Partnership and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives may requireshall reasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 CWH and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, each dated the Closing Time, of Sidley Austin Sxxxxxxx & Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Representatives 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 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 Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxxx Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 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 Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Cxxxxxxxx & Bxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters substantially to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP[—], counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPWxxxxxxx Mxxxxx, counsel for the Underwriters, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx & Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Clifford Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Representatives may requireeffect set forth in Exhibit C hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Guarantor and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to this Agreement, the Registration Statement, the Prospectus and such other matters as the Representatives Representative may requirerequest. In giving such opinion, such counsel may rely, as state that such opinion is limited to all matters arising under or governed by the laws of jurisdictions other than the law of the State of New York and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Hxxxx Lovells US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin O’Melveny & Mxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Representatives may requireUnderwriters. 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 securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx & XxXxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may requireRepresentative shall reasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may requireRepresentative shall reasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin O’Melveny & Xxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in a form reasonably satisfactory to such matters as the Representatives may requireUnderwriters. 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 securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin SNR Xxxxxx US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such . The opinion shall address the matters as the Representatives may requirereasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may requirereasonably request. In giving such opinionopinion or opinions, 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, 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 Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Sidley Austin Hunton Xxxxxxx Xxxxx LLP, counsel for to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives may requireshall reasonably request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 CWH and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Hxxxx Lovells US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Bird LLP, counsel for the Underwriters, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion, dated the Closing TimeDate, of Sidley Austin Xxxxxx & Bird LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives Representative 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin Xxxxx & XxXxxxx LLP, counsel for the Underwriters, as to such matters as the Representatives shall reasonably request, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Manatt, Xxxxxx & Xxxxxxxx, LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance satisfactory to such matters as the Representatives may requireRepresentative. 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 States of New York and California and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPCleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives they may requirereasonably request. 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 York, the federal securities laws law of the United States, and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Clifford Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters substantially to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin K&L Gates LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form satisfactory to the Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives Representative 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPMayer, Brown, Xxxx & Maw, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives may requireshall request. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and negative assurance letter, dated the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance reasonably satisfactory to the other Underwriters, with respect to such matters as the Representatives may requireRepresentative. 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx, Xxxxx & Bockius LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Representatives may requireRepresentative. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Sidley Austin LLPHunton Andrexx Xxxtx XXX, counsel for xxxxxxl to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion as reasonably approved by the Underwriters, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Fund and its subsidiaries the Advisers and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Cxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Representatives may requireeffect set forth in Exhibit D hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative(s). 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin Xxxxxxxxx LLP, counsel for the Underwriters, as to such matters as the Underwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to for the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin Dxxxx & LxXxxxx LLP, counsel for the Underwriters, as to such matters as the Underwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 York, the and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxx Xxxxxx, LLP, counsel for the Underwriters, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPXxxx Xxxxxx, PC, counsel for the Underwriters, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLP[Name], counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Representatives they may requirereasonably request. 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 York, the federal securities laws law of the United States, and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time and any Option Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin LLP______________, counsel for the Underwriters, as to such matters as the Underwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to the RepresentativesCompany. 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.. Table of Contents

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP—, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLP[●], counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Clifford Chance US LLP, counsel for the Underwriters, together with signed xxxxxx or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Fund and certificates of public officials.