Opinions of Counsel for the Selling. Stockholders. At Closing Time, the Representatives shall have received the opinions, dated as of Closing Time, of counsel (which may be internal counsel) for each of the Selling Stockholders, 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 and to such further effect as counsel to the Underwriters may reasonably request. In giving such opinions such counsel need not opine as to matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the law under which the applicable Selling Stockholder is organized and existing; provided, that counsel for UnumProvident and Fidelity Life Association, A Mutual Legal Reserve Company, need not opine as to matters governed by the law of the State of New York. Such counsel may state that, insofar as such opinions involve factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the applicable Selling Stockholder and certificates of public officials.
Opinions of Counsel for the Selling. Stockholders. The opinions, dated such Date of Delivery, of counsel (which may be internal counsel) for each of the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, 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.
Opinions of Counsel for the Selling. Stockholders. The favorable opinions of (A) Jenkens & Gilchrist, P.C., counsel for the Selling Stockholders Ruben A. Jorxxx xxx Xarques de Atraccionnes, S.A., and (B) Totti & Xxxxxxxxx-Xxxx, counsel for the Selling Stockholder Dionisio Trigo-Xxxxxxxx, xx form and substance satisfactory to counsel fxx xxx Xxxxxxxxxxrs, 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 opinions required by Section 5(c) hereof.
Opinions of Counsel for the Selling. STOCKHOLDER AND THE FOUNDER. The favorable opinion of Xxxxx & Xxxxxxx, counsel for the Founder, and, if any Option Securities are to be purchased from the Selling Stockholder on such date, the favorable opinion of Xxxxx & Xxxxxxx, counsel for the Selling Stockholder, in each case, in form and substance satisfactory to counsel for the 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 opinions required by Section 5(c) hereof.
Opinions of Counsel for the Selling. Stockholders. Kromann Reumert, Danish counsel for Novo A/S and Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, United States counsel for the Selling Stockholders, each shall have furnished to the Representative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex A-2 and A-4 hereto.
Opinions of Counsel for the Selling. Stockholders. At Closing Time, the Lead Managers- shall have received the favorable opinion, dated as of Closing Time, of (i) Dewey Ballantine, counsel fox xxx Xxxxxxx Xxxckholders, and (ii) the General Counsel or Deputy General Counsel of the FDIC, in each case in form and substance reasonably satisfactory to counsel for the International Managers, together with signed or reproduced copies of such letters for each of the other International Managers, to the effect set forth in Exhibits B-1 and B-2 hereto, respectively. Such counsel may also state that, insofar as such opinions involve factual matters, they have relied, to the extent they deem proper, upon certificates of the applicable Selling Stockholders.
