Opinion of Legal Counsel Clause Samples

Opinion of Legal Counsel. As a condition to the payment by Optionee of the Purchase Price specified in the Purchase Agreement, Vector shall deliver to Optionee at the Closing an opinion of its legal counsel in form and substance satisfactory to the Optionee and its counsel.

Opinion of Legal Counsel. Borrower shall provide, at Borrower's expense, an opinion of legal counsel in form and content satisfactory to Administrative Agent to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents and Other Related Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrower and Guarantor are duly formed and have all requisite authority to enter into the Loan Documents and Other Related Documents; and (c) such other matters, incident to the transactions contemplated hereby, as Administrative Agent may reasonably request.

Opinion of Legal Counsel. Borrower shall provide, at Borrower’s expense, an opinion of legal counsel in form and content satisfactory to Lender to the effect that: (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) the Mortgage creates the lien it purports to create on the Property; (c) the Absolute Assignment of Leases and Rents under the Mortgage irrevocably assigns the lessor’s interest in the leases described therein; (d) the Mortgage, upon recordation or filing, shall, to the extent of all advances made thereunder, be prior in right to all subsequently filed liens for services rendered or materials furnished to the Property regardless of the time such services were rendered or materials furnished; (e) upon the consummation of a properly conducted foreclosure sale under the Mortgage, all rights of redemption of Borrower shall be extinguished; (f) Lender, by making the Loan and enforcing its rights thereunder, shall not be deemed to be doing business in the state where the Property is located or, if the making of the Loan constitutes doing business in such state, Lender has been duly qualified to do business in that state; (g) Lender, by making the Loan and enforcing its rights thereunder, shall not become subject to the payment of any income, franchise, capital or other similar taxes or assessments with respect to its ownership of the Note or the receipt of principal or interest thereunder other than customary corporate income taxes on the interest received thereon; and (h) the interest rate terms do not violate any applicable usury laws.

Opinion of Legal Counsel. The Investors shall have received a PRC and Cayman Islands legal opinions, substantially in the forms set forth in Exhibit I attached hereto.

Opinion of Legal Counsel. RemainCo shall have received an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to RemainCo, substantially to the effect that, for U.S. federal income tax purposes (i) the Internal Distribution should qualify under Sections 355 and 368(a)(1)(D) of the Code and (ii) the External Distribution should qualify under Sections 355 and 368(a)(1)(D) of the Code.

Opinion of Legal Counsel. Grand Premier shall have delivered to Old Kent an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for Grand Premier, dated as of the date of the Closing and substantially in the form contained in Exhibit G, with only such changes as may be reasonably satisfactory to counsel for Old Kent.

Opinion of Legal Counsel. Old Kent shall have delivered to First Evergreen an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for Old Kent, dated as of the date of the Closing and substantially in the form contained in EXHIBIT F, with only such changes as may be reasonably satisfactory to counsel for First Evergreen.

Opinion of Legal Counsel. At the Closing, Seller shall deliver to Buyer a legal opinion of Seller's counsel in the form attached hereto as Exhibit 5.11.

Opinion of Legal Counsel. You shall have received an opinion dated the effective date of the Registration Statement, and an updated version of such opinion dated the Closing Date, satisfactory in form and substance to you and your counsel, from Akerman, Senterfitt & Eidson, P.A., counsel for the Company, ▇▇ ▇he effect that: (i) Each of the Company and its subsidiaries is a corporation duly organized, validly existing, in good standing under the laws of the jurisdiction of its respective incorporation and is registered or qualified in good standing to do business as a foreign corporation in each jurisdiction wherein the Company and its subsidiaries own or lease any properties or conduct any business and in which the failure to so qualify, could, in the aggregate, have a material adverse effect on the business, properties or results of operations of the Company and its subsidiaries taken as a whole. To such counsel's knowledge after investigation, each of the Company and its subsidiaries has corporate power and authority to own and lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company has no subsidiaries to the knowledge of such counsel after investigation other than those disclosed in the Registration Statement and the Prospectus. (ii) The Registration Statement has become effective under the Securities Act, and, (a) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are, to the knowledge of counsel after inquiry, threatened, pending or contemplated under the Securities Act, except as may be disclosed in the Prospectus; the Registration Statement and the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act; and (b) such counsel has participated in the preparation of the Registration Statement and the Prospectus and such counsel has no reason to believe that either the Registration Statement, or any such amendment thereto, at the time such Registration Statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the P...