Opinion of U. S. Counsel for the Company. On each of the First Closing Date and each Option Closing Date the Representative shall have received the opinion of Winston & Sxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.
Opinion of U. S. Counsel for Underwriters and the Sub-underwriter. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel for the Underwriters and the Xxx-xxderxxxxer, together with signed or reproduced copies of such opinion for each of the other Underwriters, in form and substance satisfactory to the Underwriters. 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 and the federal law of the United States, 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 officers of the Company and its subsidiaries and certificates of public officials.
Opinion of U. S. Counsel for the Company. Bxxxx & MxXxxxxx LLP, U.S. counsel for the Company, together with Bxxxx & MxXxxxxx SC, Caracas, Venezuela, shall have furnished to the Representatives, at the request of the Company, their written opinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto.
Opinion of U. S. Counsel for Underwriters and the Sub-underwriter. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling, U.S. counsel for the Underwriters and the Sub-underwriter, together with signed or reproduced copies of such letter for each of the other Underwriters and the Sub-underwriter, with respect to the matters set forth in clauses (i) to (iii), inclusive, (vi) (solely as to the information in the Prospectuses under "Recapitalization and Description of Share Capital") and the penultimate paragraph of Exhibit C hereto. In giving such opinion such counsel may rely, as to all matters governed by laws other than the law of the State of New York and the federal law of the United States, 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 officers of the Company and its subsidiaries and certificates of public officials.
Opinion of U. S. Regulatory Counsel for the Company. Kleinfeld, Xxxxxx and Xxxxxx, LLP, U.S. regulatory counsel for the Company, shall have furnished to the Representative, at the request of the Company, its written opinion dated the Closing Date, or the Additional Closing Date, as the case may be, to the effect set forth on Exhibit G.
Opinion of U. K. Counsel for the Company. You shall have received on the First Closing Date, or the Second Closing Date, as the case may be, an opinion of Brobxxx Xxxx & Xorr Xxxernational, special U.K. counsel for the Company, substantially in the form of Exhibit C attached hereto, dated the First Closing Date, or the Second Closing Date, addressed to the Underwriters and with reproduced copies or signed counterparts thereof for each of the Underwriters.
Opinion of U. S. Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxxxxxxx & Xxxxxxx LLP, U.S. counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.
Opinion of U. K. Counsel for the Initial Purchaser. The Initial Purchaser shall have received on and as of the Closing Date an opinion of DLA Xxxxx Xxxxxxx Xxxx Xxxx UK LLP, U.K. counsel for the Initial Purchaser, with respect to such matters as the Initial Purchaser 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 Underwriters On the Closing Date, the Lead Manager shall have received an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, United States counsel for the Underwriters, in the form and substance reasonably satisfactory to the Lead Manager, together with signed or reproduced copies of such opinion for each of the other Underwriters.
Opinion of U. S. Counsel for the Underwriter. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling, U.S. counsel for the Underwriter, together with signed or reproduced copies of such letter for each of the other the Underwriter with respect to the matters set forth in clauses (1), (2), (3) and (5) of the form of opinion and in the letter of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, each as attached as Exhibit B hereto. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 officers of the Company and its subsidiaries and certificates of public officials.
