Common use of Opinion of Counsel for Underwriters Clause in Contracts

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock") and the last paragraph of EXHIBIT A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund 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 as of the Closing Time, of Xxxxxxxx Chance US Xxxxxxx Procter LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A, clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xivxiii) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related matters as the 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 York, the General Corporation Law of the State of Delaware and the federal law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundTrust), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock"Shares”) and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundTrust), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockStructure") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viiv), (v) through (vii), inclusive, (viii), (ix) (solely as to the information in the Prospectus under “Description of Capital Stock—Common Stock”), (xv) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock"Company) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter Charter or by-laws Bylaws of the FundCompany), (viii) through (xxi), inclusive, (xivxiii) (solely as to the information in the Prospectus under "“Description of Capital Stock - Common Stock"”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockStructure") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund 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 Xxxxxxxx Chance US Winston & Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related matters as the 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 York, the General Corporation Law of the State of Delaware and the federal law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPJenkens & Xxxxxxxxx, a Professional Corporation, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxv) (solely as to the information in the Prospectus under "Description of Capital Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundTrust), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund 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 Xxxxxxxx Chance US 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 the matters set forth in Exhibit A, clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related matters as the 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 York, the General Corporation Law of the State of Delaware and the federal law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Clifford Chance US LLP, counsel for the Underwriters, together with signed togethex xxxx xigned or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the 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 Xxxxxxxx Chance US LLPDLA Piper LLP (US), counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A, clauses (A) (i), (ii), (vi), (vii) 5 (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x)6, inclusive7, (xiv) 9, 13 (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxxxx Xxxxxxxx Chance US LLP& Xxxxxx, Professional Corporation, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPWinston & Straxx, counsel xxunsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (xxii), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York York, and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, 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 of the Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Bxxxxxx MxXxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxxx & Xxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last paragraph of EXHIBIT A Section 5(b) hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund 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 Closing Time, of Xxxxxxxx Chance US Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock -- Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. 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 Commonwealth of New York and Massachusetts, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund 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 Xxxxxxxx Chance US Winston & Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the opinion matters set forth in Exhibit A, clauses (A) (i)5, (ii), (vi), (vii) 6 (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the FundCompany), (viii) through (x)7, inclusive, (xiv) 9 and 11 (solely as to the information in the Prospectus under "“Description of Capital Stock") —Common Stock”), the matters set forth in Exhibit B hereto, and other related matters as the last paragraph of EXHIBIT A heretoRepresentatives 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxxxx Xxxxxxxx Chance US LLP, counsel for the Underwriters, with respect to certain legal matters under the federal law of the United States and certain states thereof, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to Underwriters. The opinion shall address the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter articles of incorporation or by-laws of the FundCompany), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock"”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, rely upon the opinions of counsel for the Company and any other 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing TimeTime and at each Date of Delivery, the Representatives shall have received the favorable opinion, dated as of the Closing TimeTime and as of each Date of Delivery, as applicable, of Xxxxxxxx Chance US Lxxxxx & Wxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock"ix) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may relymay, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon assume the correctness of 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Clifford Chance US LLP, counsel for the Underwriters, together with signed xxxx xxxned or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in [clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph paragraph] of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US 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 to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and Delaware General Corporation Law, 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPBrowx & Xood XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the 14 19 Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. 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 Federal 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxxxx Xxxxxxxx Chance US LLP& Xxxxxx, Professional Corporation, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiiv), (vi), (viiv) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viiivii) through (x), inclusive, (xivxii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund 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 Xxxxxxxx Chance US LLPWinston & Straxx XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund 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 Xxxxxxxx Chance US Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, Underwriters together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A, clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPPaul, Hastings, Janoxxxx & Xalkxx XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viiiix) through (xxi), inclusive, (xivxiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPBakex Xxxtx X.X.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund 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 Xxxxxxxx Chance US 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 Underwriters. The opinion shall address the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxiii), (xv) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives U.S. Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (A) (i), (iiiii), (iv),(v), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through and (x), inclusive, (xivix) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Common Stock"" ) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesU.S. Representative(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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance Clixxxxx Xxance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and the Investment Advisers and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPBrowx & Xood XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) [(i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last paragraph penultimate paragraph] of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock—Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxx Xxxxxx Xxxxxxxx Chance US LLP& Xxxxxx, P.C., counsel for the Underwriters, with respect to certain legal matters under the federal law of the United States and certain states thereof, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to Underwriters. The opinion shall address the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter articles of incorporation or by-laws of the FundCompany), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock"CapitalStock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, rely upon the opinions of counsel for the Company and any other 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx Chance US Shearman & Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (xvii), inclusive(ix), (xivxii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and in the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Sidley 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock—Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of Xxxxxxxx Chance US Xxxxx & Xxxxx LLP, United States counsel for the Underwriters, and Banwo & Ighodalo, Nigerian counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters with respect to the matters set forth in Exhibit A and B clauses [(A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fundv), (viii) through ), (x), inclusive, (xiv) )] (solely as to the information in the Prospectus under "“Description of Capital Stock") and the last Bonds—General Terms of the Bonds”), the penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 officials and other representatives of the Fund Issuer and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxxx & Xxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the FundCompany), (viii) through (x), inclusive(ix), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such --------- opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (viiv), (viiv), (ix), (x) (solely as to preemptive or other similar rights arising by operation of law or under the charter Declaration or by-laws of the Fund), (viii) through (xTrust), inclusive, (xivxi) (solely as to the information in the Prospectus under "Description of Capital StockAMPS"), (xiii) and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPHogax & Xartxxx X.X.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and the Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPRopes & Gray, counsel xxunsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. 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 Commonwealth of New York and Massachusetts, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPSimpxxx Xxxxxxx & Xartxxxx, counsel xxunsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT A Exhibit A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Clifford Chance US LLP, counsel for counxxx xxx the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Browx & Xood LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Fenwick & West LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. 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 California and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Sidley Austin Brown & Wood LLP, counsel for the Underwriters, together with signed or reproduced xxxxxx xx xxproxxxxd copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (xxi), inclusive, (xivxiii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, with respect to the matters set forth in clauses (A) (i), (iiiii), (viiv), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xivv) (solely as to the information statements in the Prospectus under the heading "Description of Capital Stock"Debt Securities" and any other heading purporting to describe the Underwritten Securities), (vi) and the last paragraph two paragraphs of EXHIBIT A 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 York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxxx & Xxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel counsel, as well as company counsel, may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. || At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Sidley 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxiii), (xv) (solely as to the information in description of the Prospectus under "Description of Capital Stock"Company's common stock) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPLatham & Watkins Illinois LLC, counsel for the Underwriters, together with signed or reproduced xxxx xignxx xx xeproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPSkadden, Arps, Slate, Meagxxx & Xlom XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii), (xi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws Purchase Agreement) and the second and fourth sentences of the Fund)penultimate paragraph of Exhibit A hereto (provided, (viii) through (x)however, inclusivethat with respect to such fourth sentence of such penultimate paragraph, (xiv) (such opinion shall be solely as with respect to the information in the Prospectus under "Description of Capital Cumulative Preferred Stock") and the last paragraph of EXHIBIT A hereto). In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPLathxx & Xatkxxx, counsel xxunsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of matters set forth in the Fundfirst sentence), (viii) through (xxii), inclusive(xiii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Series B Preferred Stock" and "Description of Preferred Stock"), (xvii) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx Chance US XxXxxxxxx Will & Xxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT A Exhibit B-1 hereto, and other related 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 law 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 Fund Company 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 Xxxxxxxx Chance US Shearman & Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Common Stock"”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Fried, Frank, Harris, Xxxxxxx & 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US & Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viiivii) through (xix), inclusive, (xivx), (xi) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx Chance US Winston & Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Xxxxxx 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock—Common Stock") and the last penultimate paragraph of EXHIBIT A Exhibit A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund 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 Xxxxx Xxxx & 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 the matters set forth in Exhibit A, clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock – Common Stock") and ”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPBrowx & Xood XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Sidley 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 the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (xxi), inclusive, (xivxiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxx, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxx, Xxxxx & Xxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses ( i) through (Av), inclusive, and (vi) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto and in clauses (i), ) and (ii), (vi), (viiiv) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viiiCompany) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock") and the last paragraph of EXHIBIT A heretoExhibit B hereto . In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Clifford Chance US LLP, counsel for the Underwriters, together with signed xxxx xxxned or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viiivii) through (xix), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Securities--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. 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 Commonwealth of New York and Massachusetts, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Shearman & Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (vii), (viii) through (xexcluding the documents and information incorporated by reference therein), inclusive, (xiv) (solely as to the information and in the Prospectus under "Description last two paragraphs of Capital Stock") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxx Xxxxxx Xxxxxxxx Chance US LLP& Xxxxxx, P.C., counsel for the Underwriters, with respect to certain legal matters under the federal law of the United States and certain states thereof, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to Underwriters. The opinion shall address the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter articles of incorporation or by-laws of the FundCompany), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Common Stock"”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, rely upon the opinions of counsel for the Company and any other 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPSkadden, Arps, Slate, Meagxxx & Xlom XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii), (xi) (solely as to preemptive or other similar rights arising by operation the Purchase Agreement) and the penultimate paragraph of law or under Exhibit A hereto (provided, however, that with respect to the charter or by-laws penultimate sentence of the Fund)such penultimate paragraph, (viii) through (x), inclusive, (xiv) (such opinion shall be solely as with respect to the information in the Prospectus under "Description of Capital Cumulative Preferred Stock") and the last paragraph of EXHIBIT A hereto). In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPAndrxxx & Xurtx X.X.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (iiiv), (vi), (viiv) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viiivii) through (xix), inclusive, (xivxi) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. 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 Texas, the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx 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 to the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter Declaration or by-laws of the FundBylaws), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockStructure") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US 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 the matters set forth in clauses (A) (i), (ii), (viiv), (viiv) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viiivii) through (xix), inclusive, (xivxi), (xii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT A Exhibit A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Clifford Chxxxx XX LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund and the Advisers and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Fried, Frank, Harris, Xxxxxxx & 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive(xii), (xivxiii), (xvi) (solely as to the information in the Prospectus under "Description of Capital StockNotes") and the last paragraph immediately preceding the penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPShearman & Sterling, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable an opinion, dated as of Closing Time, of Xxxxxxxx Chance US Ropes & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter certificate of incorporation or by-laws of the FundCompany), (viii) through (xix), inclusive, (xivx), (xii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPXxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"--Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundTrust), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the Fund Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Shearman & Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPShearman & Sterling, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-by laws of the Fund), Company) (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock" and "Underwriting") and the last penultimate paragraph of EXHIBIT A Exhibit A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPShearman & Sterling, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viiix) through (xxi), inclusive, (xivxiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock -- Common Stock") and the third-to-last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPAndrxxx & Xurtx X.X.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ix), (x), inclusive, and (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. 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, Texas and the federal 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, proper upon certificates of officers of the Fund Company and certificates of public officials, reserve engineers and accountants.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, with respect to the matters set forth in clauses (A) (i), (iiiii), (viiv), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xivv) (solely as to the information statements in the Prospectus under "the heading “Description of Capital Stock"Debt Securities” and any other heading purporting to describe the Underwritten Securities), (vi) and the last paragraph two paragraphs of EXHIBIT A 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 York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Clifford Chance US LLP, counsel for the Underwriters, together with togetxxx xxxx signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the 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 Xxxxxxxx Chance US Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, Underwriters together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A, clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital StockShares") and the last paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the 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 of the 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 Xxxxxxxx Chance US Winston & Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in Exhibit A, clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US 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 the matters set forth in clauses (A) (i1), (ii2), (vi4), (vii5) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x6), inclusive(7), (xiv10), (11), (13) (solely as to the information in the Prospectus under "Description of Capital StockCommon Shares") and the last paragraph two paragraphs of EXHIBIT A Exhibit A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesRepresentatives and with the consent of counsel issuing such opinions. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx Chance US Xxxxxx 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 the matters set forth in clauses (A) (i), (iiv), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through ), (x), inclusive, (xiv) (solely as to the information in the Prospectus under "“Description of Capital Stock") and —Common Stock”), the last penultimate paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPHale xxx Dorr, counsel xxunsel for the 33 Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii) and (xiv) (solely as to the information in the Prospectus under the caption "Description of Capital Stock -- Common Stock") and of Section 5(b) of this Agreement. Such opinion shall also include a statement to the last effect of the penultimate paragraph of EXHIBIT A heretosuch Section 5(b). In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law statute 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPSkadden, Arps, Slate, Meagxxx & Xlom XXX, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund and certificates of public officials.opinion

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of 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 the matters set forth in clauses (A) (i), (ii), (vi), (vii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xiv) opinion [•] (solely as to the information in Company’s valid existence and good standing), opinion [•], the Prospectus under "Description [•] sentence of Capital Stock") opinion [•], opinion [•] (solely as to the Company’s certificate of incorporation and bylaws), opinion [•], opinion [•] and the last [•] paragraph of EXHIBIT Exhibit A hereto, and other related 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 law 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 Fund Company and the Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US Xxxxxx Godward LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx Chance US LLPFried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock") and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx Xxxxxxxx Chance US & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (A) (i), (ii), (viv), (viivi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the FundCompany), (viii) through (x), inclusive, (xivxi), (xiii) (solely as to the information in the Prospectus under "“Description of Capital Stock"—Common Stock”) and the last penultimate paragraph of EXHIBIT Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and York, the federal law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the 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 of the Fund Company and certificates of public officials.