Common use of Opinions from Counsel Clause in Contracts

Opinions from Counsel. The P1 Administrative Agent shall have received the following legal opinions, each in form and substance reasonably satisfactory to the P1 Administrative Agent, the P1 Collateral Agent, the Senior Lenders, and the Revolving LC Issuing Bank (with sufficient copies thereof for each addressee): (i) the opinion of Xxxxxx & Xxxxxxx LLP, transaction counsel to each of the Loan Parties, the Sponsor, and each of the RG Facility Entities; (ii) the opinion of K&L Gates LLP, special FERC and DOE regulatory counsel to the Borrower; (iii) the opinion of Xxxxxxx Xxxx Xxxx & Xxxxxx, LLP, with respect to certain regulatory and permitting matters; (iv) the opinion of King & Spalding LLP, real property and special Texas counsel to each of the Borrower and each of the RG Facility Entities; (v) the opinion of (A) White & Case, United Arab Emirates counsel to Mamoura Diversified Global Holding P.J.S.C. and Mubadala Treasury Holding Company LLC, (B) the opinion of White & Case, English counsel to Mamoura Diversified Global Holding P.J.S.C., Mubadala Treasury Holding Company LLC, and Mic Ti Holding Company 2 RSC Limited, and (C) the opinion of Xxxxx Day, New York counsel to TotalEnergies Gas & Power North America, Inc., Global LNG North America Corp., and TotalEnergies Holdings SAS; (vi) the substantive non-consolidation opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Borrower and each of the RG Facility Entities, with respect to the bankruptcy-remote status of the Borrower and each of the RG Facility Entities; and (vii) opinions of counsel of the Material Project Parties to the Material Project Documents listed on Schedule 7.1(c)(vii).

Opinions from Counsel. The P1 TCF Administrative Agent shall have received the following legal opinions, each in form and substance reasonably satisfactory to the P1 TCF Administrative Agent, the P1 Collateral Agent, and the Senior Lenders, and the Revolving LC Issuing Bank Lenders (with sufficient copies thereof for each addressee): (i) the opinion of Xxxxxx & Xxxxxxx LLP, transaction counsel to each of the Loan Parties, the Sponsor, and each of the RG Facility Entities; (ii) the opinion of K&L Gates LLP, special FERC and DOE regulatory counsel to the Borrower; (iii) the opinion of Xxxxxxx Xxxx Xxxx & Xxxxxx, LLP, with respect to certain regulatory and permitting matters; (iv) the opinion of King & Spalding LLP, real property and special Texas counsel to each of the Borrower and each of the RG Facility Entities;; |US-DOCS\145399031.8|| (v) the opinion of (A) White & Case, United Arab Emirates counsel to Mamoura Diversified Global Holding P.J.S.C. and Mubadala Treasury Holding Company LLC, (B) the opinion of White & Case, English counsel to Mamoura Diversified Global Holding P.J.S.C., Mubadala Treasury Holding Company LLC, and Mic Ti Holding Company 2 RSC Limited, and (C) the opinion of Xxxxx Day, New York counsel to TotalEnergies Gas & Power North America, Inc., Global LNG North America Corp., and TotalEnergies Holdings SAS; (vi) the substantive non-consolidation opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Borrower and each of the RG Facility Entities, with respect to the bankruptcy-remote status of the Borrower and each of the RG Facility Entities; and (vii) opinions of counsel of the Material Project Parties to the Material Project Documents listed on Schedule 7.1(c)(vii).

Opinions from Counsel. The P1 TCF Administrative Agent shall have received the following legal opinions, each in form and substance reasonably satisfactory to the P1 TCF Administrative Agent, the P1 Collateral Agent, and the Senior Lenders, and the Revolving LC Issuing Bank Lenders (with sufficient copies thereof for each addressee): (i) the opinion of Xxxxxx & Xxxxxxx LLP, transaction counsel to each of the Loan Parties, the Sponsor, and each of the RG Facility Entities; (ii) the opinion of K&L Gates LLP, special FERC and DOE regulatory counsel to the Borrower; (iii) the opinion of Xxxxxxx Xxxx Xxxx & Xxxxxx, LLP, with respect to certain regulatory and permitting matters; (iv) the opinion of King & Spalding LLP, real property and special Texas counsel to each of the Borrower and each of the RG Facility Entities; (v) the opinion of (A) White & Case, United Arab Emirates counsel to Mamoura Diversified Global Holding P.J.S.C. and Mubadala Treasury Holding Company LLC, (B) the opinion of White & Case, English counsel to Mamoura Diversified Global Holding P.J.S.C., Mubadala Treasury Holding Company LLC, and Mic Ti Holding Company 2 RSC Limited, and (C) the opinion of Xxxxx Day, New York counsel to TotalEnergies Gas & Power North America, Inc., Global LNG North America Corp., and TotalEnergies Holdings SAS; (vi) the substantive non-consolidation opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Borrower and each of the RG Facility Entities, with respect to the bankruptcy-remote status of the Borrower and each of the RG Facility Entities; and (vii) opinions of counsel of the Material Project Parties to the Material Project Documents listed on Schedule 7.1(c)(vii).