Opinion of United States Counsel for Company. The favorable opinion of Gxxxxxx Procter LLP, United States counsel for the Company, in form and substance satisfactory to counsel for the Underwriters and the Sub-underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of United States Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, acting reasonably, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.
Opinion of United States Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Gxxxxxx Procter LLP, United States counsel for the Company, in form and substance satisfactory to counsel for the Underwriters and the Sub-underwriters, together with signed or reproduced copies of such opinion for each of the Underwriters and the Sub-underwriters to the effect set forth in Exhibit B. 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 United States Counsel for Company. Each of the Underwriters and Sub-underwriters shall have received the favorable opinion of Torys LLP, United States counsel for the Company, in form and substance satisfactory to counsel for the Underwriters and Sub-underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of United States Counsel for Company. At the Closing Time, the Representatives shall have received the opinion of Gxxxxxx Procter LLP, United States counsel for the Company, dated the Closing Time, including with respect to regulatory matters, in form and substance satisfactory to counsel for the Underwriters and agreed upon between the parties, together with signed or reproduced copies of such letter for each of the other Underwriters.
Opinion of United States Counsel for Company. Xxxxxxxx & Xxxxxxxx LLP, United States counsel for the Company and the Guarantor (“Company Counsel”), shall have furnished to the Representatives their disclosure letter and written opinion, each dated the Closing Time, in form and substance satisfactory to the Representatives, to the effect set forth in Exhibit E-1 and Exhibit E-2 hereto.
Opinion of United States Counsel for Company. The favorable opinion of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, United States counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Over-Allotment Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 6(d) hereof.
Opinion of United States Counsel for Company. The Underwriters shall have received an opinion and a negative assurance letter, dated such Closing Date, of Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, United States counsel for the Company, addressed to the Underwriters in form and substance satisfactory to the Underwriters.
Opinion of United States Counsel for Company. The favorable opinion of Kramer, Levin, Naftalis & Xxxxxxx, United States counsel for the Company, in form and substance satisfactory to counsel for the International Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of United States Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, United States counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C hereto. 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. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal laws of the United States applicable therein, upon the opinions of counsel reasonably satisfactory to the Representatives.
