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OPINION OF COUNSEL TO THE FUND Sample Clauses

OPINION OF COUNSEL TO THE FUND. The Fund has been formed and is in good standing and has a legal existence as a statutory trust under the Delaware Statutory Trust Act and is qualified as a foreign corporation, as required, under the laws of each jurisdiction identified to us in the Officer’s Certificate where the Fund owns or leases real property or conducts material operations.
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OPINION OF COUNSEL TO THE FUND. As of the Closing Date, the Dealer Manager shall have received a letter from Mayor, Day, Caldwell & Keeton, L.L.P., counsel for the Fund, dated the Closing Xate, xxxxessed to the Dealer Manager and in form and substance reasonably satisfactory to the Dealer Manager, confirming its legal opinions to the effect that: (i) The Fund has been duly organized and is validly existing as a corporation in good standing under the State of Delaware. (ii) The Fund has authorized and outstanding capital stock as described in the Registration Statement and Prospectus, and the Shares to be delivered on the Closing Date have been duly and validly authorized and, when delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable and will not have been issued in violation of or subject to any preemptive rights. The purchasers of the Shares will receive good, valid and marketable title to the Shares being sold by the Fund in accordance with this Agreement, free and clear of all liens, agreements and encumbrances. The Common Stock and the Shares conform to the descriptions thereof contained in the Registration Statement and the Prospectus. To the knowledge of such counsel, there is no commitment, plan or arrangement to issue, and there is outstanding no option, warrant or other right calling for the issuance of, any share of capital stock of the Fund or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the Fund, except as may be properly described in the Registration Statement. (iii) The Shares are duly authorized for listing on The Chicago Stock Exchange. (iv) Each of the Fund Agreements has been duly and validly authorized, executed and delivered by the Fund and is a valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, or by general equitable principles, and except to the extent that rights to indemnity hereunder may be limited by federal or state securities laws or the public policy underlying such laws. (v) The Certificate of Incorporation and the Bylaws of the Fund and each of the Fund Agreements complies in all material respects with all applicable provisions of the Act, the Company Act, the Advisers Act and the Exchange Act. (vi) The execution, delivery...
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OPINION OF COUNSEL TO THE FUND. The Fund and the Trust shall have received the opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, Maryland counsel to the Fund, dated as of the Closing Date and addressed to each of them, to the effect that: (I) the Fund is a corporation duly organized and existing under the laws of the State of Maryland; (II) the Fund is a closed-end management investment company registered under the 1940 Act; and (III) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite action of the Fund, and this Agreement has been duly executed and delivered by the Fund, and is a valid and binding obligation of the Fund, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally and to general principles of equity.
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Related to OPINION OF COUNSEL TO THE FUND

  • 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 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.

  • 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 substantially the form of Exhibit E hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • 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 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.

  • 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.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Counsel for Underwriter The Underwriter shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated such Closing Date, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

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