Common use of Opinion of In-House Counsel for the Company Clause in Contracts

Opinion of In-House Counsel for the Company. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxx X. Xxxxxxxxx, Vice President, Business Law and Corporate Secretary of the Company, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit B 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 Minnesota, the federal laws of the United States and the General Corporation Law of the State of Delaware, upon opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates and representations of the officers of the Company and its subsidiaries and certificates of public officials.

Opinion of In-House Counsel for the Company. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxx X. XxxxxxxxxXxxxxxx, Vice President, Business Law and Corporate Secretary and Chief Securities Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit B 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 Minnesota, the federal laws of the United States and the General Corporation Law of the State of Delaware, upon opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates and representations of the officers of the Company and its subsidiaries and certificates of public officials.