Common use of Opinion of Counsel for U.S. Underwriters Clause in Contracts

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling, 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 (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiii) (solely as to the information in the Prospectus under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting") and the penultimate 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 and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman Xxxxxx & SterlingXxxxxx L.L.P., 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 paragraphs (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiiixii), (xiv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting--Common Stock") and the penultimate 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 States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries subsidiaries and certificates of public officials. The Company confirms that Xxxxxx & Xxxxxx L.L.P., by virtue of its acting as counsel to the Underwriters, has not established and is not establishing an attorney-client relationship with the Company, as the Company is separately represented in this transaction by counsel of its own choosing; provided, however, that it is understood that, Xxxxxx & Xxxxxx L.L.P., by virtue of its acting as counsel to the Underwriters, has access to material confidential information of the Company and that such access to that information may preclude Xxxxxx & Xxxxxx L.L.P. from undertaking a legal representation adverse to the Company.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling, 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 (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiiixii), (xiv) (solely as to the information in the Prospectus under "Description of ViaSat Capital Stock-- Authorized and Outstanding Capital Stock -- Common Stock" and "Underwriting") and the penultimate 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 States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries subsidiaries and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman Xxxxx & SterlingXxxx 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 (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viiivii) through (x), inclusiveinclusive (xii), (xiiixiv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting--Common Stock") and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel Xxxxx & Wood llp 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 and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries the Manager and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At the Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of the Closing Time, of Shearman & Sterling, 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 (i), (ii), (v), (vi4) (solely as to preemptive or other similar rights arising by operation of law or under the charter DGCL or by-laws the Company's certificate of incorporation or bylaws) and (14) of the Companyform of opinion of the General Counsel of the Company in Exhibit A(i) hereto and with respect to the matters set forth in clauses (1), (viii) through (x2), inclusive(3), (xiii4) and (7) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock-- Authorized and Outstanding Capital -- Common Stock" and "Underwriting") and clause (iii) of the penultimate paragraph immediately following clause (10) of the form of opinion of Dow, Xxxxxx & Xxxxxxxxx, PLLC in Exhibit A A(ii) 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 U.S. 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 Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman Fried, Frank, Harris, Shrixxx & SterlingXacoxxxx, counsel xxunsel 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 (i), (ii), (iv), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viiivii) through (xix), inclusive, and, (xiiixii) (solely as to the information in the Prospectus under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting--Common Stock") and the penultimate paragraph of Exhibit A A-2 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 U.S. 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 Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman Xxxxx & SterlingXxxx 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 (i), (ii), (vvii), (viviii) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through ix), (x), inclusive(xi), (xiiixviii) and (xxi), (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting--Common Stock") and the penultimate paragraph of Exhibit A A-1 hereto. In giving such opinion such counsel Xxxxx & Wood llp 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 and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries the Manager and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman Xxxxx & SterlingWood 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 (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-by- laws of the Company), (viii) through (x), inclusive, (xiiixii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting--Common Stock") and the penultimate 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 and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries subsidiaries and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman each of (A) Xxxxxx & SterlingXxxxxx, 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 (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting--Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to matters set forth in the penultimate 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 States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries subsidiaries and certificates of public officials.

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman Hogax & SterlingXartxxx X.X.P., 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 (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiiixii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock-- Authorized and Outstanding Capital Stock -- Common Stock" and "Underwriting") and the penultimate 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 and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries and certificates of public officials.the

Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman Mayex, Xxowx & SterlingXlatx, counsel xxunsel 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 (i) (solely as to existence and good standing), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiiixii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock-- Authorized and Outstanding Capital Stock" and "Underwriting--Common Stock") and the penultimate 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 States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. 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 Company and its Subsidiaries subsidiaries, certificates on behalf of the Selling Shareholders and certificates of public officials.