OPINION OF REPRESENTATIVE'S COUNSEL Sample Clauses

OPINION OF REPRESENTATIVE'S COUNSEL. On the First Closing Date and on each Option Closing Date (if any), the Representative shall have received from Representative’s Counsel, such negative assurances statement, dated the First Closing Date or Option Closing Date, as applicable, addressed to the Representative, with respect to such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Dorsxx & Xhitxxx XXX, counsel for the Representative, an opinion dated the Closing Date, with respect to the incorporation of the Company, the validity of the Shares, the Registration Statement, the Prospectus, and other related matters as the Representative may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Xxxxxxxxx Traurig, LLP, counsel for the Representative, an opinion dated the Closing Date or the Option Closing Date, as the case may be, substantially to the effect that: (i) the Company is a validly organized and existing corporation under the laws of the State of New York; (ii) to the best of such counsel's knowledge, the Company has authorized and outstanding capital stock as set forth under the caption "Capitalization" in the Prospectus; to the best of such counsel's knowledge, the outstanding shares of the Company's Common Stock have been duly authorized and validly issued and are fully paid and nonassessable; all of the Securities conform to the description thereof contained in the Prospectus; the Securities to be sold by the Company pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and nonassessable when issued and paid for as contemplated by this Agreement; and to the best of such counsel's knowledge, no preemptive rights of stockholders exist with respect to any of the Securities or the issue and sale thereof; (iii) the Registration Statement has become effective under the Act and, to the best of the knowledge of such counsel, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Act; (iv) the Registration Statement, all Preliminary Prospectuses, the Prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Act and the applicable Rules and Regulations thereunder (except that such counsel need express no opinion as to the financial statements, schedules, and other financial or statistical information included or incorporated by reference therein); and (v) this Agreement has been duly authorized, executed and delivered by the Company. In rendering such opinion, Xxxxxxxxx Xxxxxxx, LLP may rely as to all matters governed other than by federal laws on the opinion of counsel referred to in Section 6(f). In addition to the matters set forth above, such opinion shall also include a statement to the effect that they have participated in the preparation of the Registration Statement and the Prospectus and nothing has come to the attention of such counsel which leads them to believe that the Registration Statement, the Prospectus or any amendment thereto contains any untrue statement of a material fact or omits to state a material fact required to be state...
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representatives shall have received an opinion from Xxxxx Xxxxxx Xxxxxx & Siger, LLP, counsel for the Representatives, as to the organization of the Company, the validity of the Securities, the form of the Registration Statement and the Prospectus, and such other related matters as you may request, and such counsel shall have been furnished by the Company such papers and information as they request to enable them to pass upon such matters. It is understood that such counsel will express no opinion with respect to the financial statements and other financial, accounting, and statistical data included in the Registration Statement and the Prospectus. In rendering the foregoing opinion, such counsel shall be entitled to rely upon the opinion delivered to the Representatives pursuant to Paragraph 6(h) of this Agreement as to matters of Federal securities law, and may rely as to matters of fact upon such certificates and other documents and information as they may reasonably request for purposes of such opinion.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Xxxxxx & Xxxxxxx, LLC, counsel for the Representative, opinions dated the Effective Date, the Closing Date, and, if applicable, the Over-allotment Closing Date, with respect to the issuance and sale of the Securities, and such other related matters as the Representative may reasonably require, and the Company shall have furnished such counsel with all documents which they may request for the purpose of enabling them to pass upon such matter.
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OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have received from Xxxxx & Xxxxxx, P.C., counsel for the Representative, an opinion dated the Closing Date, with respect to the issuance and sale of the Securities, and such other related matters as the Premier Concepts, Inc. -27- Underwriting Agreement Representative may reasonably require, and the Company shall have furnished such counsel with all documents which they may request for the purpose of enabling them to pass upon such matter.
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OPINION OF REPRESENTATIVE'S COUNSEL. At the Closing Date and the Option Closing Date, if any, Broad and Cassxx, xxunsel to the Underwriters, shall have furnished to you such opinion or opinions, dated as of the date of its delivery, with respect to such matters as you may reasonably request, and such counsel shall have received such documents as they may reasonably request to enable them to pass upon such matters.
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OPINION OF REPRESENTATIVE'S COUNSEL. At the Closing Date and the Option Closing Date, if any, Broad and Xxxxxx, counsel for the Representative, shall have furnished to the Company such opinion or opinions, dated as of the date of its delivery, with respect to such matters as the Company may reasonably request, and such counsel shall have received such documents as they may reasonably request to enable them to opine upon such matters.
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Related to OPINION OF REPRESENTATIVE'S COUNSEL

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel to the Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

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