Common use of Opinion of Counsel to the Agents Clause in Contracts

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLPDavis Polk & Wardwell, counsel to the Agents, with respect daxxx xx xx such Commexxxxxxx Date or Settlement Date, covering the matters referred to in subparagraph (i) under the subheadings (A), (C), (D), (E), (G) and (I) above and to the incorporation following effect (with appropriate modifications to reflect whether an opinion is given at the Commencement Date or the Settlement Date) (x) the Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Notes, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Company, this Agreement, the Notes 1933 Act and the Indentureapplicable rules and regulations of the Commission thereunder, and other related matters as (y) nothing has come to the Agents may reasonably request, and attention of such counsel shall have received that causes such papers and information counsel to believe that insofar as they may reasonably request relevant to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives the offering of the Company Notes, (except for the financial statements and its schedules and other financial and statistical material included therein or omitted therefrom, as to which counsel and with representatives of the Agents at which times the contents need not express any belief) any part of the Registration Statement, Statement at the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference thereintime it became effective, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come if an amendment to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto has been filed by the Company with the Commission subsequent to such date, at the time of the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may bemost recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, Pricing Disclosure Material contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Pricing Effective Time or for the Notes to be sold pursuant to the applicable Terms Agreement, and the Prospectus contained, as of the Commencement Date and the date of such opinion included the Pricing Supplement relating to the Notes to be sold pursuant to the applicable Terms Agreement, as the case may be, or includes an contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx Sidley Austin Brown & Wood LLP, counsel to the Agents, with respect covxxxxx the matterx xefexxxx to in subparagraph (1) above under the incorporation of the Companysubheadings (ii), this Agreement(iii), the Notes (v), (vii) and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters(viii). In giving such opinion Xxxxx Xxxxx Sidley Austin Brown & Wood LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s thxx xx fxxxx xxxx xxme xx xheir attention that would cause them to believe that (other than (i) the financial statements, schedules and other financial data included or incorporated by reference therein or omitted therefrom and (ii) the statement of eligibility of the Trustee, as to which such counsel is not requested to comment) the Registration Statement, at the time it became effective or, if an amendment to the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K has been filed by the Company with the Commission) SEC subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or was filedat the time of the most recent such filing, at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 3(b) hereof) at the date of any Terms Agreement, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or that the Prospectus Prospectus, as amended or any amendment or supplement thereto as of its date, if applicable, and supplemented at the Settlement Date, contained date hereof or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c3(b) hereof, that the Disclosure Package as of the Applicable Time or as of ) at the date of such opinion any Terms Agreement or at the Settlement Date with respect thereto, as the case may be, included or includes includes, as the case may be, an untrue statement of a material fact or omitted or omits omits, as the case may be, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Stroock & Xxxxxxx & Xxxxx LLP, counsel to the Agents, with respect covering the matters referred to in subparagraph (1) under the subheadings (iv) through (viii), inclusive, above. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the United States or the General Corporation Law of the State of Delaware, to the incorporation extent deemed proper and specified in <Page -11- such opinion, upon counsel for the Corporation or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Corporation; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the CompanyCorporation and its subsidiaries and public officials. In rendering such opinion, this Agreementbut without opining in connection therewith, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statementwhile it has not verified, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) above), it has participated in reviews and discussions in connection with the preparation of the Registration Statement and Prospectus (the documents incorporated by reference thereinhaving been prepared and filed by the Corporation without its participation), and are not making any representation that they have independently verified or checked in the accuracy, completeness or fairness course of such statementsreviews and discussions, no facts have nothing has come to such counsel’s its attention that cause them which would lead it to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) it became effective and as of the date hereof (except for the financial statements, schedules and the notes thereto and the other financial and statistical data included or was filedincorporated by reference therein, as the case may be, to which it expresses no belief) contained an or contains any untrue statement of a material fact or omitted or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or that the Prospectus Prospectus, as amended or any amendment or supplement thereto supplemented, as of its datedate and as of the date of such opinion (except for the financial statements, if applicableschedules and the notes thereto and the other financial and statistical data included or incorporated by reference therein, and at the Settlement Date, as to which it expresses no belief) contained or contains an any untrue statement of a material fact or omitted or omits to state a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLPMayer, Brown, Xxxx & Maw LLP (“MBR&M”) counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP MBR&M shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as and (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof) at the case may bedate of any Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package Statement or Prospectus or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx Sidley Austin Brown & Wood LLP, counsel to the Agents, with respect to covering the incorporation of xxxxxxx xxxerrxx xo in subparagraph (1) above under the Companysubheadings (i), this Agreement(v), the Notes (vi), (vii) and the Indenture(viii), and other related matters as subparagraph (2) above under the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matterssubheading (xi). In giving such opinion Xxxxx Xxxxx Sidley Austin Brown & Wood LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come xx xxcxx xxxx xxxx to such counsel’s xxxir attention that would cause them to believe that (other than (i) the financial statements, schedules and other financial data included or incorporated by reference therein or omitted therefrom and (ii) the statement of eligibility of the Trustee, as to which such counsel is not requested to comment) the Registration Statement, at the time it became effective or, if an amendment to the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K has been filed by the Company with the Commission) SEC subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or was filedat the time of the most recent such filing, at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 3(b) hereof) at the date of any Terms Agreement, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or that the Prospectus Prospectus, as amended or any amendment or supplement thereto as of its date, if applicable, and supplemented at the Settlement Date, contained date hereof or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c3(b) hereof, that the Disclosure Package as of the Applicable Time or as of ) at the date of such opinion any Terms Agreement or at the Settlement Date with respect thereto, as the case may be, included or includes includes, as the case may be, an untrue statement of a material fact or omitted or omits omits, as the case may be, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLP& Wood llp, -------------------------------- counsel to the Agents, with respect covering the matters referred to in paragraphs (i) to (vi), inclusive, of Exhibit B and in subparagraph (a)(3) under the incorporation subheadings (i) and (iv) to (vi), inclusive, above. In rendering such opinion, Xxxxx & Wood llp may rely upon the opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, rendered pursuant to Section 5(a)(3) as to matters arising under the laws of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersState of Maryland. In giving such opinion Xxxxx Xxxxx LLP Brown & Wood llp shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have nothing has come to such counsel’s its attention that cause them would lead it to believe that the Registration Statement or any amendment thereto Statement, at the time it became effective or, if an amendment to the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K has been filed by the Company with the Commission) Commission subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or was filedat the time of the most recent such filing, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Datedate hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of or that the circumstances under which they were madeProspectus, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) as amended or supplemented at the date hereof, that as the Disclosure Package as of the Applicable Time case may be, contained or as of the date of such opinion included or includes contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, ; it being understood that such counsel shall express no opinion with respect to the financial statements, schedules and other financial data in the Registration Statement or the Prospectus. In giving their opinions, Xxxxxx & Xxxxxxx and Xxxxx & Xxxx llp may state that they are expressing no view rely, to the extent recited therein, (A) as to all matters of fact, upon certificates and written statements of officers of the Company, and (B) as to the financial statements qualification and related schedules good standing of the Company and each Significant Subsidiary to do business in any state or the other financial data included or incorporated by reference in or omitted from the Registration Statementjurisdiction, the Prospectus, the Disclosure Package or any Statement upon certificates of Eligibility on Form T-1appropriate government officials.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLPXxxxxx Xxxxxx -------------------------------- Brown & Wood, LLP ("SAB&W") counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP SAB&W shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of do not believe that the Registration Statement, at the Prospectus and related matters were discussed andtime it became effective, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come if an amendment to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K has been filed by the Company with the Commission) Commission subsequent to the effectiveness of the Registration Statement and prior to the date of such statement, then at the time such amendment became effective or was filedat the time of the most recent such filing (to the extent deemed to be incorporated by reference in the Registration Statement and Prospectus), as and (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof) at the case may bedate of any Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or that the Prospectus or any amendment or supplement thereto thereto, as of its date, if applicable, date and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such . Such counsel may state that they are expressing express no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in such Registration Statement or omitted from Prospectus. Such counsel may also state that they express no view with respect to the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLPllp, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP llp shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel to the Agents, with respect covering the matters referred to in subparagraph (1) under the subheadings (iv) through (ix), inclusive, above. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the United States or the General Corporation Law of the State of Delaware, to the incorporation extent deemed proper and specified in such opinion, upon counsel for the Corporation or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Corporation; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the CompanyCorporation and its subsidiaries and public officials. In rendering such opinion, this Agreementbut without opining in connection therewith, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statementwhile it has not verified, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Statement or Prospectus or any amendment or supplement thereto (other than as stated in (viii) and (ix) above), it has participated in reviews and discussions in connection with the preparation of the Registration Statement and Prospectus (the documents incorporated by reference thereinhaving been prepared and filed by the Corporation without its participation), and are not making any representation that they have independently verified or checked in the accuracy, completeness or fairness course of such statementsreviews and discussions, no facts have nothing has come to such counsel’s its attention that cause them which would lead it to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) it became effective and as of the date hereof (except for the financial statements, schedules and the notes thereto and the other financial and statistical data included or was filedincorporated by reference therein, as the case may be, to which it expresses no belief) contained an or contains any untrue statement of a material fact or omitted or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or that the Prospectus Prospectus, as amended or any amendment or supplement thereto supplemented, as of its datedate and as of the date of such opinion (except for the financial statements, if applicableschedules and the notes thereto and the other financial and statistical data included or incorporated by reference therein, and at the Settlement Date, as to which it expresses no belief) contained or contains an any untrue statement of a material fact or omitted or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx Xxxx & Xxxxxxxx, LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters dated as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement Commencement Date or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filedSettlement Date, as the case may be, covering the matters referred to in subparagraph (i) under the subheadings (A), (B), (C), (D), (F) and (H) and to the following effect (with appropriate modifications to reflect whether an opinion is given at the Commencement Date or the Settlement Date) (x) the Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Notes, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder, and (y) nothing has come to the attention of such counsel that causes such counsel to believe that insofar as relevant to the offering of the Notes, (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which counsel need not express any belief) any part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, Pricing Disclosure Material contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Pricing Effective Time or for the Notes to be sold pursuant to the applicable Terms Agreement, and the Prospectus contained, as of the Commencement Date and the date of such opinion included the Pricing Supplement relating to the Notes to be sold pursuant to the applicable Terms Agreement, as the case may be, or includes an on the Settlement Date contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLPDavis Polk & Wardwell, counsel to the Agents, with respect dated as of such Xxxxxxxxxent Date, xovering the matters referred to in subparagraph (i) under the subheadings (A), (C), (D), (E), (G) and (I) above and to the incorporation following effect (x) the Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Notes, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Company1933 Act and the applicable rules and regulations of the Commission thereunder, this Agreement, and (y) nothing has come to the attention of such counsel that causes such counsel to believe that insofar as relevant at the Commencement Date (it being understood that the terms of the Notes have not yet been determined), (except for the financial statements and the Indenture, schedules and other related matters financial and statistical material included therein or omitted therefrom, as the Agents may reasonably request, and such to which counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents need not express any belief) any part of the Registration Statement, Statement at the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference thereintime it became effective, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come if an amendment to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto has been filed by the Company with the Commission subsequent to such date, at the time of the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may bemost recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that and the Prospectus or any amendment or supplement thereto as of its datecontained, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an Commencement Date, contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLPBrown & -------------------------------- Wood, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP Brown & Wood shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of do not believe that the Registration Statement, at the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference thereintime it became effective, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come if an amendment to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K has been filed by the Company with the Commission) Commission subsequent to the effectiveness of the Registration Statement and prior to the date of such statement, then at the time such amendment became effective or was filedat the time of the most recent such filing (to the extent deemed to be incorporated by reference in the Registration Statement and Prospectus), and at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof) at the date of any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains or contained an untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or that the Prospectus Prospectus, as amended or any amendment or supplement thereto as of its date, if applicable, and supplemented at the Settlement Datedate hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of ) at the date of such opinion included any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains or includes contained an untrue statement of a material fact or omits or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such . Such counsel may state that they are expressing express no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in such Registration Statement or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx Xxxxxx Xxxxxx LLP, counsel to the Agents, with respect covering the matters referred to in paragraphs (i) to (vi), inclusive, of Exhibit B and in subparagraph (a)(4) under the incorporation subheadings (i) and (iv) to (vi), inclusive, above. In rendering such opinion, Xxxxxx Xxxxxx LLP may rely upon the opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, rendered pursuant to Section 5(a)(4) as to matters arising under the laws of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersState of Maryland. In giving such opinion Xxxxx Xxxxx Xxxxxx Xxxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s its attention that cause them have caused it to believe that the Registration Statement or any amendment thereto Statement, at the time the Registration Statement or amendment (including the of filing of an the Company’s most recent Annual Report on Form 10-K and at each deemed effective date with respect to the CommissionAgents pursuant to Rule 430B(f)(2) became effective or was filed, as of the case may be1933 Act Regulations, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto Prospectus, as of its datethe date hereof, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, ; it being understood that such counsel may state that they are expressing shall express no view as belief with respect to (i) the financial statements statements, schedules and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, Statement or the Prospectus, the Disclosure Package or (ii) any Statement of Eligibility on Form T-1. In giving their opinions, Xxxxxx & Xxxxxxx LLP, Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP and Xxxxxx Xxxxxx LLP may rely, to the extent recited therein, (A) as to all matters of fact, upon certificates and written statements of officers of the Company, and (B) as to the qualification and good standing of the Company and each Significant Subsidiary to do business in any state or jurisdiction, upon certificates of appropriate government officials.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLPBrown & --------------------------------- Wood, LLP ("Brown & Wood") counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP Brown & Wood shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of do not believe that the Registration Statement, at the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference thereintime it became effective, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come if an amendment to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K has been filed by the Company with the Commission) Commission subsequent to the effectiveness of the Registration Statement and prior to the date of such statement, then at the time such amendment became effective or was filedat the time of the most recent such filing (to the extent deemed to be incorporated by reference in the Registration Statement and Prospectus), and at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof) at the date of any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains or contained an untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or that the Prospectus Prospectus, as amended or any amendment or supplement thereto as of its date, if applicable, and supplemented at the Settlement Datedate hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of ) at the date of such opinion included any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains or includes contained an untrue statement of a material fact or omits or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such . Such counsel may state that they are expressing express no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in such Registration Statement or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.

Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters dated as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement Commencement Date or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filedSettlement Date, as the case may be, covering the matters referred to in subparagraph (i) under the subheadings (A), (B), (C), (D), (F) and (H) and to the following effect (with appropriate modifications to reflect whether an opinion is given at the Commencement Date or the Settlement Date) (x) the Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Notes, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder, and (y) nothing has come to the attention of such counsel that causes such counsel to believe that insofar as relevant to the offering of the Notes, (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which counsel need not express any belief) any part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, Pricing Disclosure Material contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Pricing Effective Time or for the Notes to be sold pursuant to the applicable Terms Agreement, and the Prospectus contained, as of the Commencement Date and the date of such opinion included the Pricing Supplement relating to the Notes to be sold pursuant to the applicable Terms Agreement, as the case may be, or includes an on the Settlement Date contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in or omitted from the Registration Statement, the Prospectus, the Disclosure Package or any Statement of Eligibility on Form T-1.