Opinion of U Sample Clauses

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 Representatives shall have received the favorable opinion, dated as of Closing Time, of Latham & Watkins LLP, United States counsel for the Underwriters and txx Xxx-unxxxxxxxer, together with signed or reproduced copies of such opinion for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 Representatives. 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 [(ii), (iii), (vi), (viii) (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 Representatives, 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. S. Counsel for the Company. The Representative shall have received an opinion, dated such Closing Date, of Xxxxxx & Xxxxxxx, U.S. counsel for the Company, addressed to the Underwriters substantially in the form attached hereto as Annex A.

Opinion of U. S. Borrower’s, Great American’s & GAG Inc.’s Counsel

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. S. Counsel to OEH and the Selling Shareholder -- the opinion, dated as of such Settlement Date, of Xxxxxx Xxxxxxx & Xxxxxxx LLP, United States counsel to OEH and the Selling Shareholder, in form reasonably satisfactory to you and your counsel, to the effect that: (i) Orient-Express Hotels Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, and each of Charleston Center LLC and Windsor Court Hotel LLC has been duly formed and is a validly existing limited liability company in good standing under the laws of the State of Delaware; and (ii) To such counsel's best knowledge[, except as may be described in the Prospectus], there are no legal or governmental proceedings pending or threatened in the United States to which OEH or any of its subsidiaries is a party or to which any of its or their properties is subject and which are required to be disclosed in the Registration Statement or the Prospectus pursuant to Item 103 ("Legal Proceedings") of Regulation S-K; (iii) To such counsel's best knowledge, there are no legal or governmental proceedings pending or threatened in the United States to which the Selling Shareholder is a party or to which any of its properties is subject, which might reasonably be expected to affect materially and adversely the consummation of the transactions contemplated in this Agreement or the performance by the Selling Shareholder of its obligations hereunder; (iv) The execution and delivery by OEH and the Selling Shareholder of this Agreement [and the Terms Agreement], the performance by OEH and the Selling Shareholder of, or their compliance with, their respective obligations under this Agreement [and the Terms Agreement], and the consummation of the transactions contemplated in this Agreement or in the Registration Statement, including the offering, sale and delivery by the Selling Shareholder of the Shares, the Rights and the Preferred Shares issuable upon the exercise of such Rights (assuming such Preferred Shares were issued on the date of such opinion), do not and will not, whether with or without the giving of notice or the passage of time or both, result in a breach or violation of any of the terms or provisions of, or constitute a default by OEH or the Selling Shareholder under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of OEH, any of its subsidiaries, or the Selling Shareholder under, (A...

Opinion of U. S. Counsel for 2020 Global Investments LLC and Acquity Group LLC. Xxxxx & Xxxxxxx LLP, U.S. Counsel for 2020 Global Investments LLC, and XxXxxxx Xxxxx LLP, U.S. Counsel for Acquity Group LLC, shall have furnished to the Representatives, at the request of the Company, their respective 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-2 hereto.