Common use of Opinions of Counsel Clause in Contracts

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel to for the Borrowers Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders with respect Lenders, in form and substance acceptable to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and the Guarantors addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower and the Guarantors, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Borrower and the Subsidiary Guarantors as the Administrative Agent shall request, each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received a favorable opinions opinion of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders with respect to the Borrowers, Borrower and the Loan Documents Documents, reasonably satisfactory in form and such other matters as substance to the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Guarantors, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and Subsidiary Guarantors addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower and Subsidiary Guarantors, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Borrower and the Subsidiary Guarantors as the Administrative Agent shall request, each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and dated the Closing Date and in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Borrowers and the Guarantors, addressed to the Administrative Agent and each Lender, dated as of the Lenders with respect date hereof, and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Borrowers addressed Credit Parties reasonably requested by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAgent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Borrowers Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Lenders with respect date hereof, and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received received, on behalf of Administrative Agent and the Lenders, favorable opinions of counsel to the Borrowers addressed to the Administrative Agent for Borrower and the Lenders with respect REIT dated as of the Closing Date, in form and substance reasonably satisfactory to the BorrowersAdministrative Agent, the Loan Documents Lenders and such other matters as the Lenders shall requesttheir respective counsel.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of internal and external counsel to the Borrowers Borrower, addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel from counsel to the Borrowers Credit Parties, each of which opinions shall be addressed to the Administrative Agent and the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Credit Parties, each of which opinion or reliance letter, as applicable, shall be addressed to the Administrative Agent and the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of internal and external counsel to the Borrowers Company and any other Designated Borrower, addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and each Subsidiary Guarantor addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Subsidiary Guarantors, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and the Subsidiary Guarantors, including local counsel opinions, addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Subsidiary Guarantors, real estate collateral matters, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable written opinions of counsel to the Borrowers each Loan Party, addressed to the Administrative Agent and the Lenders with respect Lenders, each in form and substance satisfactory to the Borrowers, the Loan Documents Administrative Agent and such other matters as the Lenders shall requestits counsel.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers addressed Buyer Loan Parties and/or counsel to the Lenders, as reasonably determined by counsel to such Buyer Loan Parties and counsel to the Lenders in each jurisdiction, in each jurisdiction in which any such Buyer Loan Parties is organized, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAgent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of the Assistant General Counsel of the Parent Borrower, of Hunton & Xxxxxxxx LLP, counsel to the Borrowers domestic Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Borrowersdomestic Credit Parties, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Borrower and the Subsidiary Guarantors as the Administrative Agent shall reasonably request, each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and the Guarantors addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Guarantors, the Loan Documents and such other matters as the Lenders shall request, all in form and substance reasonably satisfactory to the Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel from counsel to the Borrowers Credit Parties, which opinions shall be addressed to the Administrative Agent and the Lenders with respect and dated the Closing Date and in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Credit Parties addressed to the Administrative Agent and the Lenders with respect to the BorrowersCredit Parties, this Amendment and the Loan Documents transactions contemplated hereby and such other matters as the Lenders shall request.;

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Borrower as the Administrative Agent shall request, each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and dated the Closing Date and shall be in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of (i) the General Counsel of the Parent Borrower and (ii) Hunton & Xxxxxxxx LLP, special counsel to the Borrowers domestic Credit Parties, addressed to the Administrative Agent and the Lenders with respect to the Borrowersdomestic Credit Parties, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel from counsel to the Borrowers Companies, which opinions shall be addressed to the Administrative Agent and the Lenders with respect and dated the Closing Date and in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers and the Guarantors addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received a favorable opinions legal opinion addressed to the Lenders and the Administrative Agent, dated as of the Effective Date, in form and substance satisfactory to the Lenders and the Administrative Agent, from Xxxxxxx Coie LLP, counsel to the Borrowers addressed to and their Subsidiaries (including the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestNew Guarantor).

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Loan Parties addressed to the Administrative Agent and the Lenders (A) with respect to the BorrowersLoan Parties, the Loan Documents Documents, the Collateral, and such other matters matters, and covering such jurisdictions, as the Lenders shall reasonably request, (B) with respect to FCC matters and (C) with respect to state law communication matters, each in form and substance reasonably satisfactory to the Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers and the Subsidiary Guarantors addressed to the Administrative Agent and the Lenders with respect to the BorrowersLoan Documents, the Loan Documents Lender Group’s security interests, and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable written opinions of counsel to the Borrowers (addressed to the Administrative Agent Agent, the Issuing Bank and the Lenders with respect Lenders) of (i) Kattxx Xxxxxx & Xavix, xxunsel for the Loan Parties, covering such matters relating to the Borrowers, Loan Parties and the Loan Documents and such other matters First Amendment as the Administrative Agent or the Required Lenders shall request.shall

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and the Subsidiary Guarantors addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Subsidiary Guarantors, the Loan Documents and such other matters as the Lenders shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Loan Parties addressed to the Administrative Agent and the Lenders with respect to the BorrowersLoan Parties, the Loan Documents Documents, regulatory matters (including, without limitation, the Licenses) and such other matters as perfection of the Lenders shall requestSecurity Interest, reasonably satisfactory in form and substance to Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable opinions written opinion of legal counsel to the Borrowers addressed to the Administrative Agent and the Lenders Companies (which may, with respect to certain matters agreed to by the BorrowersAdministrative Agent, the Loan Documents and such other matters include in-house counsel), as the Lenders shall requestis customary for transactions of this type.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrowers, including favorable opinions of local counsel in jurisdictions where any Deed of Trust is to be filed, addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Borrower and the Subsidiary Guarantors as the Administrative Agents shall reasonably request, each of which shall be addressed to the Administrative Agent Agents and each of the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agents.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and each Restricted Subsidiary addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower and each Restricted Subsidiary, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received a favorable opinions opinion of counsel to the Borrowers Borrower addressed to the Administrative Agent Agents and the Lenders with respect to the Borrowers, Borrower and the Loan Documents Documents, reasonably satisfactory in form and such other matters as substance to the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Company addressed to the Administrative Agent and the Lenders with respect to the BorrowersCompany, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel to for the Borrowers Borrower and the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders with respect Lenders, in form and substance acceptable to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Credit Parties as the Administrative Agent shall reasonably request, each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received (i) a favorable opinions opinion of Xxxxxxxx & Knight LLP, legal counsel to the Borrowers addressed Borrower and Guarantors, as to the such matters as Administrative Agent may reasonably request and (ii) a favorable opinion of local counsel in connection with the Lenders with respect Mortgages described in Section 5.2(c) in any jurisdiction reasonably requested by Administrative Agent, as to the Borrowers, the Loan Documents and such other matters as the Lenders shall Administrative Agent may reasonably request.;

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed Borrower, the Sellers, the Parent and the Guarantor, in form and substance satisfactory to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAgent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrowers and such other Persons, the Loan Documents Documents, the transactions contemplated thereby, regulatory matters and such other matters as the Administrative Agent and the Lenders shall may reasonably request, reasonably satisfactory in form and substance to the Administrative Agent and Lenders.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders (A) with respect to the BorrowersBorrower, the Loan Documents and such other matters as the Lenders shall requestrequest and (B) with respect to FCC and other regulatory matters, each in form and substance satisfactory to the Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to Credit Parties, dated as of the Closing Date, as requested by the Administrative Agent and the Lenders with respect in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestLenders.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers and the Subsidiary Guarantors as the Administrative Agent shall request, each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and dated the Closing Date and in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have ------------------- received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Borrowers Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestdate hereof.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions an opinion of counsel from counsel to the Borrowers addressed Borrower which shall be in form and substance satisfactory to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAgent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of a legal opinion, in form and substance reasonably satisfactory to the Administrative Agent, from Xxxxxx & Xxxxxxx LLP, counsel to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestParties.

Opinions of Counsel. The Administrative Agent shall have ------------------- received favorable opinions of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders (A) with respect to the BorrowersBorrower, the Loan Documents and such other matters as the Lenders shall requestrequest and (B) with respect to FCC and other regulatory matters, each in form and substance satisfactory to the Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Borrowers Borrowers, addressed to the Administrative Agent and each Lender, dated as of the Lenders with respect date hereof, and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of internal and external counsel to the Borrowers Company, addressed to the Administrative Agent and the Lenders with respect to each of the Borrowers, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received a favorable opinions opinion of counsel to the Borrowers Xxxxxx Xxxxxxxx Xxxxx, addressed to the Administrative Agent and the Lenders with respect Lenders, in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and the Subsidiary Guarantors addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Loan Documents Documents, the Acquisition and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower covering such matters as may be reasonably requested by Administrative Agent, including, without limitation, the Loan Documents Documents, the Security Interest, due authorization and such other corporate matters as and regulatory matters (including the Lenders shall requestLicenses) and which are reasonably satisfactory in form and substance to Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received a favorable opinions opinion of counsel as to the Borrowers transactions contemplated hereby addressed to the Administrative Agent Agent, the Issuing Bank and the Lenders with respect and dated as of the Closing Date, in form and content satisfactory to the BorrowersAdministrative Agent, the Loan Documents Issuing Bank and such other matters as the Lenders shall requestfrom Xxxxxxx Xxxx LLP, counsel to the Borrower and the other Loan Parties.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the each Lenders with respect to the Borrowers, the Loan Documents this Agreement and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to such Foreign Borrower as the Borrowers Administrative Agent shall request, each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. (A) The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Domestic Borrower and the Material Domestic Subsidiaries addressed to the Administrative Agent and the Lenders with respect to the BorrowersDomestic Borrower, the Material Subsidiaries, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders with Credit Agreement/Atlantic Tele-Network, Inc. respect to the BorrowersBorrower covering such matters as may be reasonably requested by Administrative Agent, including, without limitation, the Loan Documents Documents, the Security Interest, due authorization and such other corporate matters as and regulatory matters (including the Lenders shall requestLicenses) and which are reasonably satisfactory in form and substance to Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other regulatory matters as (including, without limitation, the Lenders shall requestLicenses) reasonably satisfactory in form and substance to Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers each Credit Party addressed to the Administrative Agent and the Lenders with respect to the Borrowerseach Credit Party, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and Guarantors addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request.Administrative

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Lenders, Swing Loan Lender, Administrative Agent and Revolving Agent and dated as of the Lenders with respect Closing Date from counsel to the Borrowers, the Loan Documents each Borrower in form and such other matters as the Lenders shall request.substance reasonably satisfactory to Administrative Agent. (f)

Opinions of Counsel. The Administrative Agent shall have received a favorable opinions of counsel to the Borrowers written opinion, addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender, dated the Closing Date and in form and substance satisfactory to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents Borrower and such other matters as the Lenders shall Administrative Agent may reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions an opinion of counsel to for the Borrowers Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders with respect Lenders, in form and substance acceptable to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Credit Parties addressed to the Administrative Agent and the Lenders with respect to the BorrowersCredit Parties, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of (i) the assistant general counsel of the Parent Borrower and (ii) Hunton & Xxxxxxxx LLP, special counsel to the Borrowers domestic Credit Parties, addressed to the Administrative Agent and the Lenders with respect to the Borrowersdomestic Credit Parties, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request, and which such opinions shall permit reliance by permitted assigns of each of the Administrative Agent and the Lenders.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Credit Parties addressed to the Administrative Agent and the Lenders with respect to the BorrowersCredit Parties, the Loan Documents this Agreement and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of counsel to the Borrowers Credit Parties, addressed to the Administrative Agent and the Lenders Lenders, with respect to the BorrowersCredit Parties, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions in form and substance reasonably satisfactory to the Administrative Agent of the Vice President-Law and Secretary of the Borrower and of Hunton & Williams, counsel to the Borrowers Credit Xxxxxxx, addressed to the Administrative Agent and the Lenders with respect to the BorrowersCredit Parties, the Loan Documents and such other matters as the Lenders Administrative Agent shall reasonably request.

Opinions of Counsel. The Administrative Agent shall have received the favorable opinions opinion of counsel to the Borrowers Borrower addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Loan Documents and such other matters as the Lenders Administrative Agent and its counsel shall request., substantially in the form attached hereto as Exhibit E.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Lenders, Swing Loan Lender, Administrative Agent and Revolving Agent and dated as of the Lenders with respect Closing Date from counsel to the Borrowers, the Loan Documents each Borrower in form and such other matters as the Lenders shall requestsubstance reasonably satisfactory to Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of United States counsel to the Borrowers Loan Parties addressed to the Administrative Agent and the Lenders with respect to the BorrowersLoan Parties, the Loan Documents and such other matters as the Lenders shall request, each in form and substance satisfactory to the Administrative Agent and the Lenders.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Credit Parties, each of which shall be addressed to the Administrative Agent and the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrowers and such other Persons, the Loan Documents Documents, the transactions contemplated -42- 48 thereby, regulatory matters and such other matters as the Administrative Agent and the Lenders shall may reasonably request, reasonably satisfactory in form and substance to the Administrative Agent and Lenders.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions received, on behalf of counsel to itself, the Borrowers addressed to other Agents, the Administrative Agent Lenders and the Lenders with respect to the BorrowersIssuing Banks, (i) a favorable written opinion of Torys LLP, special counsel for the Loan Documents Parties and such other matters as the Lenders shall request.(ii) a favorable written opinion of certain local and

Opinions of Counsel. The Administrative Agent shall have ------------------- received favorable opinions of counsel in form and substance satisfactory to the Borrowers addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestRequired Lenders.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers addressed to the Administrative Agent and the Lenders (and providing for reliance with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request., which opinion shall expressly state that the successors and assigns of the Lenders may rely on such opinion

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Loan Parties addressed to the Administrative Agent and Lenders, dated as of the Lenders Closing Date, with respect to the BorrowersLoan Parties, covering such matters as may be reasonably requested by Administrative Agent, including, without limitation, the Loan Documents Documents, the Security Interest, due authorization and such other corporate matters as and regulatory matters (including the Lenders shall requestLicenses) and which are reasonably satisfactory in form and substance to Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Loan Parties addressed to the Administrative Agent and Lenders, dated as of the Lenders Amendment Date, with respect to the BorrowersLoan Parties, covering such matters as may be reasonably requested by Administrative Agent, including, the Loan Documents Documents, the Security Interest, due authorization and such other corporate matters as and regulatory matters (including the Lenders shall requestLicenses) and which are reasonably satisfactory in form and substance to Administrative Agent.

Opinions of Counsel. The Administrative Agent ------------------- shall have received favorable opinions of counsel to the Borrowers and the Guarantors addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions received, on behalf of counsel to the Borrowers addressed to the Administrative Agent itself and the Lenders with respect to the BorrowersLenders, a favorable written opinion of Xxxxx Xxxxxx & Xxxxxx LLP, counsel for the Loan Documents and such other matters as the Lenders shall requestParties.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of such legal opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers addressed to Loan Parties requested by the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAgent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and the Guarantors addressed to the Administrative Agent Agents and the Lenders with respect to the BorrowersBorrower, the Guarantors, the Loan Documents Documents, the Fresh Express Acquisition and such other matters as the Lenders shall request.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers addressed Buyer Loan Parties and/or counsel to the Lenders, as reasonably determined by counsel to such Buyer Loan Parties and counsel to the Lenders in each jurisdiction, in each jurisdiction in which any such Buyer Loan Parties is organized, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall request.Agent. (ix)

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Borrowers Company, the Lux Borrower and the other Loan Parties, addressed to the Administrative Agent Agent, each Lender and each Voting Participant, dated as of the Lenders with respect date hereof, and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of United States, United Kingdom, Italian, German, Finnish, and Canadian counsel to the Borrowers Loan Parties addressed to the Administrative Agent and the Lenders with respect to the BorrowersLoan Parties, the Loan Documents and such other matters as the Lenders shall request, each in form and substance satisfactory to the Administrative Agent and the Lenders.

Opinions of Counsel. The Administrative Agent shall have received a favorable opinions opinion of counsel as to the Borrowers transactions contemplated hereby addressed to the Administrative Agent Agent, the Issuing Bank and the Lenders with respect and dated as of the Closing Date, in form and content satisfactory to the BorrowersAdministrative Agent, the Loan Documents Issuing Bank and such other matters as the Lenders shall requestfrom Hodgson Russ LLP, counsel to the Borrower, its Subsidiaries and the xxxxx Xxxx Xarties.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers Credit Parties as the Administrative Agent shall reasonably request (which shall include appropriate mortgage related opinions for each Closing Date Mortgaged Property), each of which shall be addressed to the Administrative Agent and each of the Lenders with respect and dated the Closing Date and in form and substance reasonably satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Borrowers Borrower, addressed to the Administrative Agent and each Lender, dated as of the Lenders with respect Restatement Effective Date, and in form and substance satisfactory to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAdministrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable such opinions of counsel from counsel to the Borrowers addressed Credit Parties and/or counsel to the Lenders, as reasonably determined by counsel to the Credit Parties and counsel to the Lenders in each jurisdiction, in each jurisdiction in which any Credit Party is organized, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Lenders shall requestAgent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Loan Parties and the Excluded Subsidiaries addressed to the Administrative Agent and Lenders, dated as of the Lenders Amendment Date, with respect to the BorrowersLoan Parties and the Excluded Subsidiaries, covering such matters as may be reasonably requested by Administrative Agent, including, the Loan Documents Documents, the Security Interest, due authorization and such other corporate matters as and regulatory matters (including the Lenders shall requestLicenses) and which are reasonably satisfactory in form and substance to Administrative Agent.

Opinions of Counsel. The Administrative Agent shall have received favorable opinions of counsel to the Borrowers Borrower and Guarantors addressed to the Administrative Agent and the Lenders with respect to the BorrowersBorrower, the Guarantors, the Loan Documents and such other matters as the Lenders shall reasonably request.