Common use of Opinion of Special Tax Counsel for the Offerors Clause in Contracts

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriter shall have received an opinion, dated as of the Closing Time, of Xxxxxxx Xxxxxxxxx & Xxxxxxxxx, P.C., special tax counsel to the Offerors, substantially to the effect that (i) the Trust will be classified as a grantor trust for United States federal income tax purposes and (ii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the ownership and disposition of the Trust Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of Trustees of the Trust, officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriter Underwriters shall have received an opinion, dated as of the Closing Time, of Xxxxxxx Xxxxxxxxx & XxxxxxxxxXxxxx L.L.P., P.C.Houston, Texas, special tax counsel to the Offerors, in form and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Trust will be classified as a grantor trust for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (ii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, constitute a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Trust Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of Trustees of the Trust, officers of the Company and its subsidiaries and certificates of public officialsother documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriter Underwriters shall have received an the opinion, dated as of the Closing Time, of Xxxxxxx Xxxxxxxxx & XxxxxxxxxXxxxx L.L.P., P.C.Houston, Texas, special tax counsel to the Offerors, in form and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Trust will be classified as a grantor trust for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (ii) the statements set forth in the Prospectus under the caption "Certain Material Federal Income Tax Consequences" constitute, in all material respects, constitute a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Trust Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of Trustees of the Trust, officers of the Company and its subsidiaries and certificates of public officialsother documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriter Underwriters shall have received an opinion, dated as of the Closing Time, of Xxxxxxx Xxxxxxxxx Andrxxx & XxxxxxxxxXurtx X.X.P., P.C.Houston, Texas, special tax counsel to the Offerors, in form and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Trust will be classified as a grantor trust for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (ii) the statements set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" constitute, in all material respects, constitute a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Trust Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of Trustees of the Trust, officers of the Company and its subsidiaries and certificates of public officialsother documents deemed necessary for such opinion.