Common use of Opinions of Counsel for the Bank and the Issuing Entity Clause in Contracts

Opinions of Counsel for the Bank and the Issuing Entity. (i) The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters, the validity of the Notes, the Registration Statement, the Prospectus Supplement and the Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement, the Prospectus Supplement and the Prospectus; and (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“SASM&F”), special counsel for the Bank and the Issuing Entity, shall also state that they have participated in conferences with representatives of the Bank and its accountants, the Underwriters and counsel to the Underwriters concerning the Registration Statement and the Prospectus and have considered the matters required to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements and based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that the Registration Statement (excluding any exhibits filed therewith), at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date or as of the Closing Date, contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement or the Prospectus or excluded therefrom, including the Form T-1). In addition, SASM&F shall state that on the basis of the foregoing, no facts have come to their attention that have caused such counsel to believe that documents included in the General Disclosure Package (as defined below), all considered together, as of the Applicable Time (as defined in the Terms Agreement), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, including the Form T-1, or, in the case of the Preliminary Prospectus, the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus).

Opinions of Counsel for the Bank and the Issuing Entity. (i) The Representative shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters, the validity of the Notes, the Registration Statement, the Prospectus Supplement and the Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement, the Prospectus Supplement and the Prospectus; and (iii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“SASM&F”), special counsel for the Bank and the Issuing Entity, shall also state that they have participated in conferences with representatives of the Bank and its accountants, the Underwriters and counsel to the Underwriters concerning the Registration Statement and the Prospectus and have considered the matters required to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements and based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that the Registration Statement (excluding any exhibits filed therewith), at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date or as of the Closing Date, contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement or the Prospectus or excluded therefrom, including the Form T-1). In addition, SASM&F shall state that on the basis of the foregoing, no facts have come to their attention that have caused such counsel to believe that documents included in the General Disclosure Package (as defined below), all considered together, as of the Applicable Time (as defined in the Terms Agreement), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, including the Form T-1, or, in the case of the Preliminary Prospectus, the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus).

Opinions of Counsel for the Bank and the Issuing Entity. (i) The Representative Underwriter shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative Underwriter and its counsel, with respect to general corporate matters, the validity of the Notes, the Registration Statement, the Prospectus Supplement and the Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement, the Prospectus Supplement and the Prospectus; and (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“SASM&F”), special counsel for the Bank and the Issuing Entity, shall also state that they have participated in conferences with representatives of the Bank and its accountants, the Underwriters Underwriter and counsel to the Underwriters Underwriter concerning the Registration Statement and the Prospectus and have considered the matters required to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements and based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that the Registration Statement (excluding any exhibits filed therewith), at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date or as of the Closing Date, contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement or the Prospectus or excluded therefrom, including the Form T-1). In addition, SASM&F shall state that on the basis of the foregoing, no facts have come to their attention that have caused such counsel to believe that documents included in the General Disclosure Package (as defined below), all considered together, as of the Applicable Time (as defined in the Terms Agreement), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to the financial statements, supporting schedules and other financial or statistical information included or incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, including the Form T-1, or, in the case of the Preliminary Prospectus, the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus).