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

Opinion of Counsel to the Agents. The opinion of O’Melveny & Xxxxx LLP, counsel to the Agents, covering the matters referred to in subparagraph (1) under the subheadings (i), (iii) through (vii) inclusive, and (ix) of this Section 5(a) and addressing substantially the matters referred to in Section 2(a)(xiii), except that such counsel shall give the opinion in Section 5(a)(1)(iv) and (v) applying New York law to the Indenture and to the Notes and the opinion relating to the Company’s receipt of any notices pursuant to Rule 401(g)(2) of the 1933 Act Regulations shall be limited to such counsel’s knowledge.

Opinion of Counsel to the Agents. The opinion of O’Melveny & Xxxxx LLP, counsel to the Agents, covering the matters referred to in subparagraph (1) under the subheadings (i), (iii) through (vii) inclusive, and (ix) of this Section 5(a) and addressing substantially the matters referred to in Section 2(a)(xiii), except that such counsel shall give the opinion in Section 5(a)(1)(iv) and (v) applying New York law to the Indenture and to the Notes and the opinion relating to the Company’s receipt of any notices pursuant to Rule 401(g)(2401(c)(2) of the 1933 Act Regulations shall be limited to such counsel’s knowledge.