Common use of Opinion of Outside Counsel for the Company Clause in Contracts

Opinion of Outside Counsel for the Company. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A hereto. Except as otherwise mutually agreed upon by the parties, 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 New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the 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 of the officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Outside Counsel for the Company. At the Closing Time, the Underwriters Underwriter shall have received the favorable opinionopinion and letter, dated as of the Closing Time, of Xxxxxx Cravath, Swaine & Xxxxxxx Mxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, to the effect set forth in Exhibit A hereto. Except as otherwise mutually the form agreed upon by with the parties, in Underwriter prior to the date hereof. 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 New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the UnderwritersUnderwriter. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of the officers of the Company and its subsidiaries and certificates of public officials.