Common use of Opinion of Parent's Counsel Clause in Contracts

Opinion of Parent's Counsel. At the Closing, Parent shall deliver to Shareholder an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph of Business Law (1991), in form and substance reasonably satisfactory to Shareholder and their counsel to the effect that: (1) Parent and Capstone Sub are corporations duly organized, validly existing and in good standing under the laws of the States of Delaware and Maryland, respectively, and each has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2) Each of Parent and Capstone Sub has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Parent and Capstone Sub at Closing and to consummate the transactions contemplated on the part of Parent and Capstone Sub hereby and thereby; Each of Parent and Capstone Sub has taken all action required by law, and its Certificate of Incorporation and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Parent and Capstone Sub at Closing constitute the valid and binding obligations of Parent and Capstone Sub, respectively enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. (3) The Merger Consideration Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable.

Opinion of Parent's Counsel. At the Closing, Parent shall deliver to Shareholder Shareholders an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph of Business Law (1991), in form and substance reasonably satisfactory to Shareholder and their counsel to the effect that:and (1) Parent and Capstone Sub are corporations duly organized, validly existing and in good standing under the laws of the States of Delaware and Maryland, respectively, and each has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2) Each of Parent and Capstone Sub has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Parent and Capstone Sub at Closing and to consummate the transactions contemplated on the part of Parent and Capstone Sub hereby and thereby; Each each of Parent and Capstone Sub has taken all action required by law, and its Certificate of Incorporation and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Parent and Capstone Sub at Closing constitute the valid and binding obligations of Parent and Capstone Sub, respectively respectively, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. (3) The Merger Consideration Stock, when issuedissued at Closing, will be duly authorized, validly issued, fully paid and nonassessable.

Opinion of Parent's Counsel. At the Closing, Parent shall deliver to Shareholder Shareholders an opinion of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. dated the date of the Closing and pursuant to the Legal Opinion Accord of the ABA Paragraph of Business Law (1991), in form and substance reasonably satisfactory to Shareholder Shareholders and their counsel to the effect that: (1) Parent and Capstone Sub are corporations duly organized, validly existing and in good standing under the laws of the States of Delaware and Maryland, respectively, and each has all requisite corporate power and corporate authority to own, operate and lease its properties and assets and to carry on its business as now conducted. (2) Each of Parent and Capstone Sub has the corporate power and corporate authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements delivered by Parent and Capstone Sub at Closing and to consummate the transactions contemplated on the part of Parent and Capstone Sub hereby and thereby; Each each of Parent and Capstone Sub has taken all action required by law, and its Certificate of Incorporation and Bylaws, to authorize such execution, delivery and consummation of this Agreement, and this Agreement, and all other agreements delivered by Parent and Capstone Sub at Closing constitute the valid and binding obligations of Parent and Capstone Sub, respectively respectively, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. (3) The Merger Consideration Stock, when issuedissued at Closing, will be duly authorized, validly issued, fully paid and nonassessable.