Common use of Opinion of United States Counsel for the Underwriters and Sub-underwriters Clause in Contracts

Opinion of United States Counsel for the Underwriters and Sub-underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, United States counsel for the Underwriters and the Sub-underwriters, together with signed or reproduced copies of such letter for each of the Underwriters and Sub-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 and the General Corporation Law of the State of Delaware, 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 United States Counsel for the Underwriters and Sub-underwriters. At the Closing Time, each of the Representatives Underwriters and Sub-underwriters shall have received the favorable opinion, dated as of Closing Time, of Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, United States counsel for the Underwriters and the Sub-underwriters, together with signed or reproduced copies of such letter for each of the Underwriters and Sub-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 and the General Corporation Law of the State of Delaware, 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 Subsidiaries and certificates of public officials.