Common use of Opinions of Counsel to the Obligors Clause in Contracts

Opinions of Counsel to the Obligors. Favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (u) Xxxxx Xxxxxxx LLP, U.S. counsel for the Obligors, in the form of Exhibit D-1, and covering such other customary matters relating to the Borrower, this Agreement or the Transactions as the Administrative Agent shall reasonably request, (v) XxXxxxxxx, Will and Xxxxx, U.K. counsel for certain of the Obligors, in the form of Exhibit D-2, and covering such other customary matters relating to Canandaigua Limited and the U.K. Equity Pledge Agreement as the Administrative Agent shall reasonably request, (w) Xxxxxxxx Chance, Luxembourg counsel for certain of the Obligors, in the form of Exhibit D-3, and covering such other customary matters relating to XxxXx and the Luxembourg Equity Pledge Agreement as the Administrative Agent shall reasonably request, (x) Xxxxxxx Xxx, Australian counsel for certain of the Obligors, in the form of Exhibit D-4, and covering such other customary matters relating to BRL Hardy and the Australian Equity Pledge Agreement as the Administrative Agent shall reasonably request, (y) Xxxxxxx & Xxxxx, New Zealand counsel for certain of the Obligors, in the form of Exhibit D-5, and covering such other customary matters relating to Nobilo Wine Group and the New Zealand Equity Pledge Agreement as the Administrative Agent shall reasonably request and (z) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for certain of the Obligors, in the form of Exhibit D-6, and covering such other customary matters relating to ULC Subsidiary and the Canadian Pledge Agreement as the Administrative Agent shall reasonably request (and each such Person hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent).

Opinions of Counsel to the Obligors. Favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (uv) Xxxxx Xxxxxxx LLP, U.S. counsel for the Obligors, in the form of Exhibit D-1, and covering such other customary matters relating to the Borrower, this Agreement or the Transactions as the Administrative Agent shall reasonably request, (vw) XxXxxxxxx, Will and Xxxxx, U.K. counsel for certain of the Obligors, in the form of Exhibit D-2, and covering such other customary matters relating to the Borrower, Canandaigua Limited and the U.K. Equity Pledge Agreement as the Administrative Agent shall reasonably requestrequest (and each Obligor hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent), (wx) Xxxxxxxx Chance, Luxembourg counsel for certain of the Obligors, in the form of Exhibit D-3, and covering such other customary matters relating to XxxXx and the Luxembourg Equity Pledge Agreement as the Administrative Agent shall reasonably request, (xy) Xxxxxxx Xxx, Australian counsel for certain of the Obligors, in the form of Exhibit D-4, and covering such other customary matters relating to CBI Australia, Constellation Australia and BRL Hardy and the Australian Equity Pledge Agreement Agreements as the Administrative Agent shall reasonably request, request and (y) Xxxxxxx & Xxxxx, New Zealand counsel for certain of the Obligors, in the form of Exhibit D-5, and covering such other customary matters relating to Nobilo Holdings and Nobilo Wine Group and the New Zealand Equity Pledge Agreement as the Administrative Agent shall reasonably request and (z) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for certain of the Obligors, in the form of Exhibit D-6, and covering such other customary matters relating to ULC Subsidiary and the Canadian Pledge Agreement Agreements as the Administrative Agent shall reasonably request (and each such Person Obligor hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent).

Opinions of Counsel to the Obligors. Favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (uw) Xxxxx Xxxxxxx Nixon Peabody LLP, U.S. counsel for the ObligorsOblixxxx, in the form of Exhibit D-1, and covering such other customary matters relating to the Borrower, this Agreement or the Transactions as the Administrative Agent shall reasonably request, (vx) XxXxxxxxxMcDermott, Will and XxxxxEmery, U.K. counsel for certain of the Obligorsxxx Xxxxxors, in the form of Exhibit D-2, and covering such other customary matters relating to the Borrower, Canandaigua Limited and the U.K. Equity Pledge Agreement as the Administrative Agent shall reasonably requestrequest (and each Obligor hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent), (wy) Xxxxxxxx Clifford Chance, Luxembourg counsel for certain of the ObligorsOblixxxx, in the form of Exhibit D-3, and covering such other customary matters relating to XxxXx FinCo and the Luxembourg Equity Pledge Agreement Agreexxxx as the Administrative Agent shall reasonably request, request and (xz) Xxxxxxx XxxClayton Utz, Australian counsel for certain of the ObligorsXxxxgors, in the form of Exhibit D-4, and covering such other customary matters relating to BRL Hardy Australian Acquisition Company 1 and Australian Acquisition Company 2 and the Australian Equity Pledge Agreement as the Administrative Agent shall reasonably request, (y) Xxxxxxx & Xxxxx, New Zealand counsel for certain of the Obligors, in the form of Exhibit D-5, and covering such other customary matters relating to Nobilo Wine Group and the New Zealand Equity Pledge Agreement as the Administrative Agent shall reasonably request and (z) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for certain of the Obligors, in the form of Exhibit D-6, and covering such other customary matters relating to ULC Subsidiary and the Canadian Pledge Agreement Agreements as the Administrative Agent shall reasonably request (and each such Person Obligor hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent).