Opinion of Counsel to the Companies Sample Clauses

Opinion of Counsel to the Companies. The opinion of counsel to the Companies, addressed to Administrative Agent and Lenders, substantially in the form of EXHIBIT G-1.
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Opinion of Counsel to the Companies. Opinion of legal counsel for the Companies in form and substance acceptable to the Banks and their respective legal counsel.
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Opinion of Counsel to the Companies. An updated opinion of counsel to the Companies and Guarantors, addressed to Administrative Agent and Lenders, substantially in the form of Exhibit G-1.
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Opinion of Counsel to the Companies. The opinion of counsel to each Parent and the Companies, addressed to the Agents and the Lenders, substantially in the forms of Exhibits G-1 and G-2.
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Opinion of Counsel to the Companies. The Placement Agent shall receive the opinion of counsel to the Companies (stating that each of the Purchasers may rely thereon as though addressed directly to such Purchaser), dated as of each Closing Date, substantially to the effect that: (A) each of the Companies is duly incorporated and validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as described in the Term Sheet and Pacific is duly qualified or licensed to do business as a foreign corporation and is in good standing in the State of California and each of the Companies is duly qualified in each jurisdiction in which the nature of the business conducted, or as proposed to be conducted in the Term Sheet, by it or the properties owned, leased or operated by it, makes such qualification or licensing necessary and where the failure to be so qualified or licensed would have a material adverse effect upon such Company. To such counsel's best knowledge, except as set forth in the Term Sheet or otherwise disclosed in filings made by Pacific with the SEC, neither Company has any subsidiaries and neither Company owns, directly or indirectly, any capital stock or other equity ownership or proprietary interests in any other corporation, association, trust, partnership, joint venture or other entity; (B) the execution, delivery and performance of each of the Offering Documents to which either Company is a signatory, and the issuance of (I) the Units, the Preferred Stock comprising the Units, the Placement Warrants, the Advisory Warrants, (II) the Preferred Stock issuable upon exercise of the Placement and Advisory Warrants, (III) the Conversion Shares (including the Conversion Shares underlying the Preferred Stock issuable upon exercise of the Placement and Advisory Warrants), (IV) the Initial Exchange Shares and/or Exchange Shares (including the Initial Exchange Shares and/or the Exchange Shares issuable upon exchange of the Preferred Stock underlying the Placement and Advisory Warrants), have been duly authorized by all necessary corporate action on the part of Pacific and no stockholder approval is required for the issuance of the Initial Exchange Shares or the Exchange Shares. Each of the Offering Documents to which either of the Companies is a signatory has been duly executed and delivered by such Companies and constitutes a legal, valid and binding obligation of such...
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Opinion of Counsel to the Companies. Opinion of legal counsel for the Companies in form acceptable to the Agent.
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Opinion of Counsel to the Companies. Opinion of legal counsel for the Companies in the form of Exhibit F.
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Opinion of Counsel to the Companies. The opinion of counsel to the Borrower, addressed to Lender, substantially in the form of EXHIBIT D-1.
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Related to Opinion of Counsel to the Companies

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel to the Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

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