Common use of OPINION OF INSURER'S COUNSEL Clause in Contracts

OPINION OF INSURER'S COUNSEL. The obligations of Underwriter under this Agreement are subject to the accuracy of the representations and warranties of Insurer contained in this Agreement, to the performance by Insurer of its obligations hereunder, and to the condition that (i) prior to the time that Underwriter begins offering the Contracts, Underwriter shall have received an opinion of the general counsel or an associate general counsel of Insurer, such opinion to be substantially to the effect set forth in EXHIBIT A hereto; and (ii) each time, during the period in which Underwriter is offering the Contracts, that an amendment to a Registration Statement becomes effective under Rule 485(a) under SA-33, Underwriter shall have received an opinion from the general counsel or associate general counsel to Insurer, that is reasonably acceptable to Underwriter, such opinion to be substantially to the effect set forth in EXHIBIT A hereto.

OPINION OF INSURER'S COUNSEL. The obligations of Underwriter under this Agreement are subject to the accuracy of the representations and warranties of Insurer contained in this Agreement, to the performance by Insurer of its obligations hereunder, and to the condition that (i) prior to the time that Underwriter begins offering the Contracts, Underwriter shall have received an opinion of the general counsel or an associate general counsel of Insurer, such opinion to be substantially to the effect set forth in EXHIBIT Exhibit A hereto; and (ii) each time, during the period in which Underwriter is offering the Contracts, that an amendment to a Registration Statement becomes effective under Rule 485(a) under SA-33, Underwriter shall have received an opinion from the general counsel or associate general counsel to Insurer, that is reasonably acceptable to Underwriter, such opinion to be substantially to the effect set forth in EXHIBIT Exhibit A hereto.