Common use of Opinions of Counsel for Company Clause in Contracts

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx Xxxxxx & Xxxxxxx LLP and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters Underwriters, substantially to the effect set forth in Exhibits A Exhibit A-1 and B Exhibit A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Kxxxx X. Xxxxxxxxxx, Esq., Executive Vice President and General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Cxxxxxxxx & Xxxxxxx Bxxxxxx LLP, special counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions and negative assurance letter, each dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx and Wedge and Xxxxxx& Xxxxxxxxx, Hall & Xxxxxxx LLP, and Shearman & Sterling LLP, each counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A A-1 and B A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx Xxxxxx & Xxxxxxx LLP and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters substantially to the effect set forth in Exhibits A Exhibit A-1 and B Exhibit A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx (1) Xxxxx Xxxxx LLP, counsel for the Company, and (2) Xxxxxx X. Xxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B heretoB, respectively, respectively and to such further effect as counsel to the Underwriters Representatives may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Xxxxxx & Xxxxxxx LLP, counsel for the Company and Xxxxxxx XxXxxxxx, Vice President and Assistant General Counsel of the Company, in each case in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter letters for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A and B heretoB, respectively, and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinions of Counsel for Company. At the Closing Time, Time the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Shearman & Xxxxxxx LLPSterling, counsel for the Company, together with the favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, special Maryland counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A Exhibit A-1 and B hereto, respectively, Exhibit A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each Xxxx X. Xxxx, Esq., General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and XxxxxxSkadden, Hall Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, and Xxx Xxxxxxx, Vice President and General Counsel for the Company, in form and substance 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 Exhibits A and B heretoB, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, each dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Coie LLP, counsel for the Company, and Xxxxxxx X. Xxxxx, Senior Vice President, Intellectual Property of the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each Xxxxxxx X. Xxxxxxxxx, Esq., Vice Chairman and General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. (i) At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Cooley Godward LLP, counsel for the Company, in form and substance satisfactory substanxx xxxisfactory 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 Exhibits A and B hereto, respectively, Exhibit A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Wilxxxx X. Xxxxxxxxx, Xsq., Vice Chairman and General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Covxxxxxx & Xxxxxxx LLPBurxxxx XXP, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxx Xxxxxxx & Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for . Such opinion shall address each of the other Underwriters to the effect items set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestExhibit A-1.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and XxxxxxXxxxxxxxxx, Hall Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance 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 Exhibits A and B hereto, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, Time the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Shearman & Xxxxxxx LLPSterling, counsel for the Company, together with the favorable opinion of Ballxxx Xxxxx Xxxxxxx & Ingersoll, special Maryland counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A Exhibit A-1 and B hereto, respectively, Exhibit A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinion and the negative assurance letter, each dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Fenwick & Xxxxxxx West LLP, counsel for the Company, together with the opinion of Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. (i) At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of each Bruce Byrnes, Esq., General Counsel of Xxxxxxxx PXRE Corporation and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the PXXX Xxxxxxxxxce Company, in form and substance 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 Exhibits A and B hereto, respectively, Exhibit A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx Husch Bxxxxxxxx LLP and Wedge and Xxxxxx, Hall & Xxxxxxx Vxxxxxx LLP, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters Underwriters, to the effect set forth in Exhibits Exhibit A and B hereto, respectively, hereto and to such further effect as counsel to for the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, each dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Coie LLP, counsel for the Company, and internal patent counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Xxxx X. Xxxx, Esq., General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLP, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each Xxxx X. Xxxx, Esq., General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, substantially in the form of Exhibits A and substance satisfactory to counsel for the UnderwritersB hereto respectively, together with signed or reproduced copies of such letter thereof for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Xxxxxx & Xxxxxxx LLP, counsel for the Company and Xxxx Xxxx, Executive Vice President and General Counsel of the Company, in each case in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A and B heretoB, respectively, and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinions of Counsel for Company. At the Closing Time and any Option Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Xxxx X. Xxxxx, Esq., General Counsel of Xxxxxxxx and Wedge the Company, and Xxxxxx, Hall Xxxxx & Xxxxxxx Bockius LLP, counsel for the Company, in form and substance satisfactory as to counsel for such matters as the UnderwritersUnderwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP(i) Xxxxx Xxxxx L.L.P., counsel for the Company, and (ii) general counsel of the Company, in each case, in form and substance 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 Exhibits Exhibit A hereto and Exhibit B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and negative assurance letter, each dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Xxxxxx LLP, counsel for the Company, together with the opinion of K&L Gates LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such opinion and letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Kxxxx X. Xxxxxxxxxx, Esq., General Counsel of Xxxxxxxx the Company, Jxxx X. Xxxxxxx, Esq., Secretary of the Company, and Wedge and Xxxxxx, Hall Cxxxxxxxx & Xxxxxxx Bxxxxxx LLP, special counsel for the Company, substantially in the form of Exhibits A, B, and substance satisfactory to counsel for the UnderwritersC hereto, respectively, together with signed or reproduced copies of such letter thereof for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Kxxxx X. Xxxxxxxxxx, Esq., Executive Vice President and General Counsel of Xxxxxxxx the Company and Wedge and Xxxxxx, Hall Cxxxxxxxx & Xxxxxxx Bxxxxxx LLP, special counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx Husch Xxxxxxxxx LLP and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the cumulative effect set forth in Exhibits Exhibit A and B hereto, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinion and letter, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, and the favorable opinion, dated the Closing Time, of Xxxxxxxx X. Xxxxxx, internal counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter letters for each of the other Underwriters Underwriters, substantially to the effect set forth in Exhibits Exhibit A and Exhibit B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Kxxx X. Xxxx, Esq., General Counsel of Xxxxxxxx the Company, Pxxxxx X. Xxxxxxxxxx, counsel for the Company, and Wedge and Xxxxxx, Hall Cxxxxxxxx & Xxxxxxx Bxxxxxx LLP, counsel for the Company, substantially in the form of Exhibits A, B, and substance satisfactory to counsel for the UnderwritersC hereto, respectively, together with signed or reproduced copies of such letter thereof for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Xxxx X. Xxxxx, Esq., General Counsel of Xxxxxxxx and Wedge the Company, and Xxxxxx, Hall Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for to the Underwriters, together with signed or reproduced copies of such letter thereof for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and XxxxxxXxxxxxx & Xxxx, Hall & Xxxxxxx LLPS.C., counsel for the CompanyCompany in the form set forth in Exhibit A-1 hereto and Xxxxxxx X. Xxxxxx, Esq., General Counsel of the Company in the form set forth in Exhibit A-2 hereto.Such letters shall be in form and substance satisfactory to counsel for the Underwriters, together with . The Representatives shall receive signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Torys LLP, Canadian and U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and which opinions shall also be addressed to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Xxxx LLP, counsel for the Company, in form together with the opinions of Xxxxxx LLP and substance satisfactory to Davidson, Davidson & Xxxxxx, LLC, special counsel for the UnderwritersCompany with respect to intellectual property matters, together with signed or reproduced copies of each such letter for each of the other Underwriters to the effect set forth in Exhibits A X-0, X-0 and B A-3 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx Xxxxxx & Xxxxxxx LLP and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters substantially to the effect set forth in Exhibits A Exhibit A-1 and B Exhibit A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinion and letter, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Sxxxxxxx & Xxxxxxx Cxxxxxxx LLP, counsel for the Company, and the favorable opinion, dated the Closing Time, of Nxxxxxxx X. Xxxxxx, internal counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter letters for each of the other Underwriters Underwriters, substantially to the effect set forth in Exhibits Exhibit A and Exhibit B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, each dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Coie LLP, counsel for the Company, and Xxxxxxx X. Xxxxx, Senior Vice President, Intellectual Property and Legal Affairs of the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Xxxx X. Xxxxx, Esq., Vice President, General Counsel and Chief Compliance Officer of Xxxxxxxx and Wedge the Company, and Xxxxxx, Hall Xxxxx & Xxxxxxx Bockius LLP, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx Xxxxxx & Xxxxxxx LLP and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters Underwriters, substantially to the effect set forth in Exhibits A Exhibit A-1 and B Exhibit A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP and Wedge and Xxxxxx, Hall Shearman & Xxxxxxx Sterling LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A A-1 and B A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Woodbxxx xxx Wedge and XxxxxxChoatx, Hall Xxxl & Xxxxxxx LLPXxewaxx XXX, counsel for the Company, in form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx Xxxx, Xxxx & Xxxxx LLC, and Wedge and XxxxxxXxxxxxx X. Xxxxx, Hall & Xxxxxxx LLPEsq., counsel for the Company, in each case in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B D hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Xxxx X. Xxxx, Esq., General Counsel of Xxxxxxxx the Company, Xxxxxx X. Xxxxxxxxxx, counsel for the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLP, counsel for the Company, substantially in the form of Exhibits A, B, and substance satisfactory to counsel for the UnderwritersC hereto, respectively, together with signed or reproduced copies of such letter thereof for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably requestUnderwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Kxxxx X. Xxxxxxxxxx, Esq., Executive Vice President and General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Cxxxxxxxx & Xxxxxxx Bxxxxxx LLP, special counsel for the Company, substantially in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies forms of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to in substantially the effect forms thereof set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each , [Senior Vice President, General Counsel and Corporate Secretary] of Xxxxxxxx and Wedge the Company, and Xxxxxx, Hall Xxxxx & Xxxxxxx Bockius LLP, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx Xxxxx Xxxxx LLP, counsel for the Company, and of Xxxxxxx X. Xxxxxx, general counsel of the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A A-1 and B A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Gxxxxxxxx Dxxxxxx Xxxxxx Vxxxxxxxxx Xxxxxxxx & Hxxxxxxxx, LLP and Wedge and Xxxxxx, Hall Shearman & Xxxxxxx Sterling LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A A-1 and B A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, and the general 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 Exhibits Exhibit A and B heretoExhibit B, respectively, and to such further effect as counsel to the Underwriters may reasonably requestattached hereto.

Opinions of Counsel for Company. (i) At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxx Xxxxxx, Hall & Xxxxxxx LLPEsq., counsel for the General Counsel of PXRE Corporation and PXRE Reinsurance Company, in form and substance 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 Exhibits A and B hereto, respectively, Exhibit A-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. (i) At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and XxxxxxMilbank, Hall Tweed, Xxxxxx & Xxxxxxx XxXxxx, LLP, counsel for the Company, in form and substance 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 Exhibits A and Exhibit B hereto, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Xxxxx X. Xxxxxxxxxx, Esq., General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLP, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall Xxxxxx & Xxxxxxx LLP, counsel for the Company and Xxxx Xxxx, Executive Vice President and General Counsel of the Company, in each case in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter letters for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A and B heretoB, respectively, and to such further effect as counsel to the Underwriters may reasonably requesthereto.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing Time, of each Xxxxxxx X. Xxxxxxxxx, Esq., Executive Vice President and General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably request.other Underwriters. (c)

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as the date of the Closing Time, of each Xxxxx X. Xxxxxxxxxx, Esq., Executive Vice President and General Counsel of Xxxxxxxx the Company, and Wedge and Xxxxxx, Hall Xxxxxxxxx & Xxxxxxx LLP, special counsel for the Company, substantially in the form and substance 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to together with signed or reproduced copies thereof for each of the Underwriters may reasonably requestother Underwriters.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated as of the Closing Time, of each of Xxxxxxxx Vinsxx & Xlkixx X.X.P. and Wedge and XxxxxxKantrow, Hall Spaht, Weavxx & Xxxxxxx LLPXlitzer (A Professional Law Corporation), counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, hereto and to such further effect as counsel to the Underwriters may reasonably request.