Common use of Opinions of Counsel Clause in Contracts

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx axx Xxxxxxxxx (xxxxh xxxch opinion shall include, without limitation, a favorable opinion with respect to the transfer sale by CCFC the Facility Lessee of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxxaxx Xxxxxxxxr, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Facxxxxx Xxxxxx, (dx) Xxxxxxd and Hart LLPXxxxxart, Tribal Boerner, Van Deuren, Norris & Rieselbach, S.C., Wisconsin counsel to the Facility LesseeLessex, the xxx Owner ParticipxxxParticipant, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Xxxxxxxine LLP, counsel to the Owner Participant and to the Oxxxx Xxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx XxxxteeIxxxxxxxx Xxxstee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx XxxxanyXxxpany, and (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersManager, in each case in form and xxxx xxxx xn fxxx xxx substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties. Recordings and Filings. All filings and recordings listed on Schedule 4.20 hereto shall have been duly made and all filing, recordation, transfer and other fees payable in connection therewith shall have been paid; and the filing of all precautionary financing statements under the Uniform Commercial Code of Wisconsin and any other documents as may be reasonably requested by counsel to the Owner Participant, the Indenture Trustee or the Pass Through Trustees to perfect (i) the Owner Lessor's Interest, or any part thereof or interest therein and (ii) and the Lien of the Indenture Trustee on the Indenture Estate.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Cxx Hxxxxxx Wxxxxxxxx Limited (or another counsel reasonably acceptable to the Lead Arrangers), special Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Norton Rxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Norton Rxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight LLP (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Cxx Hxxxxxx Wxxxxxxxx (or another counsel reasonably acceptable to the Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Nxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Nxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of the relevant Transaction Parties The Administrative Agent shall have received the following legal opinions, each dated the Restatement Effective Date, in the English language, addressed to the Administrative Agent, the Collateral Agent and the Lenders: (i) an opinion or opinionsof Xxxx Xxxxxx Xxxxxxxx Xxxxx, dated general counsel of the Closing DateBorrower, substantially in the form of Exhibit J (aand the Borrower has instructed such counsel to deliver such opinion to the Agents and the Lenders); (ii) Ronald W. Fischeran opinion of Xxxxx & Regules, Esq.special Uruguayan counsel to Molino Americano, in-house substantially in the form of Exhibit K (and the Borrower has instructed such counsel to deliver such opinion to the Agents and the Lenders); (iii) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx, LLP, special New York counsel to the Facility Lessee anx Xxxxxxxxx Borrower, substantially in the form of Exhibit L (xxxxh and the Borrower has instructed such counsel to deliver such opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC Agents and the Lenders); (iv) an opinion of its interest Salaverri, Dellatorre, Xxxxxx & Xxxxxxx Malbrán, special Argentine counsel to the Administrative Agent and the Lenders, covering such matters relating to the transactions contemplated hereby as the Administrative Agent and the Lenders may reasonably request; (v) an opinion of Xxxxxx Xxxxx, special counsel in the Undivided Interest Commonwealth of The Bahamas to the Administrative Agent and the Ground Interest Lenders, covering such matters relating to the Owner Lessor)transactions contemplated hereby as the Administrative Agent and the Lenders may reasonably request; (vi) an opinion of Ferrere Abogados special Uruguayan counsel to the Administrative Agent and the Lenders, covering such matters relating to the transactions contemplated hereby as the Administrative Agent and the Lenders may reasonably request; and (bvii) Thelen Reid an opinion of Skadden, Arps, Slate, Xxxxxxx & Priest Xxxx LLP, special New York counsel to the Facility Lessee anx XxxxxxxxxAdministrative Agent and the Lenders, (c) Davis Wright & Tremaine LLP, special regulatory counsel covering such matters relating to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to transactions contemplated hereby as the Facility Lessee, the Owner Participxxx, the Owner Lessor Administrative Agent and the Initial Purchasers, (e) Karen Scowcroft, EsqLenders may reasonably request., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received an opinion from O’Melveny & Xxxxx LLP (or opinionsanother counsel reasonably acceptable to the Joint Lead Arrangers), dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Credit Parties, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent and each of its interest the Lenders and dated the Initial Borrowing Date in substantially the Undivided Interest and the Ground Interest form delivered to the Owner Lessor)Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10. (b) Thelen Reid & Priest LLPOn the Initial Borrowing Date, the Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to the Joint Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Lessee anx XxxxxxxxxAgent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10. (c) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from White & Tremaine LLPCase LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers), special regulatory English counsel to the Facixxxx XxxxxxDocumentation Agent for the benefit of the Joint Lead Arrangers, an opinion addressed to the Facility Agent (for itself and on behalf of the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Joint Lead Arrangers covering the matters set forth on Schedule 5.10. (d) Xxxxxxd and Hart LLPOn the Initial Borrowing Date, Tribal the Facility Agent shall have received from White & Case LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers), special German counsel to the Documentation Agent for the benefit of the Joint Lead Arrangers, an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial PurchasersBorrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10. (e) Karen ScowcroftOn the Initial Borrowing Date, Esq.the Facility Agent shall have received from Holland & Knight (or another counsel reasonably acceptable to the Joint Lead Arrangers), in-house special Florida counsel to the Equity InvestorCredit Parties, (f) Xxxxx Xxxxxxxxne LLP, counsel an opinion addressed to the Owner Participant Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel Lenders prior to the Lease Indenture Company and the Inxxxxxxx XxxxteeEffective Date, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of Joint Lead Arrangers, covering the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely matters set forth on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC Facility Lessee of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLPXxXxxx Law Firm, Tribal P.A., South Carolina counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial PurchasersLessex, (ex) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, and (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersManager, in each case in form and exxx xxxx xx foxx xxx substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of On the relevant Transaction Parties Initial Borrowing Date, the Administrative Agent shall have received an opinion or opinions(i) from Paul, dated the Closing DateHastings, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Xxxxxxxx & Priest Xxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, an opinion addressed to each Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date substantially in the form of Exhibit E-1, (cii) Davis Wright from Xxxxxxx, Xxxxxxxx & Tremaine LLPXxxxx, special regulatory Bermuda counsel to the Facixxxx XxxxxxCredit Parties organized under the laws of Bermuda, an opinion addressed to each Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date substantially in the form of Exhibit E-2, (diii) Xxxxxxd and Hart LLP, Tribal from foreign counsel to the Facility LesseeCredit Parties and/or the Agents in each Qualified Non-U.S. Jurisdiction, the Owner ParticipxxxGermany, the Owner Lessor Italy, Japan, Turkey, Colombia, Costa Rica, Honduras and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersPhilippines, in each case reasonably satisfactory to the Agents, opinions which shall (x) be addressed to each Agent, the Collateral Agent and each of the Lenders and be dated the Initial Borrowing Date, (y) cover various matters regarding the execution, delivery and performance of the Credit Documents to which Subsidiaries of Holdings organized in the relevant such jurisdiction are party, the perfection and priority of security interests granted by Credit Parties organized in such jurisdiction or granted in respect of entities organized in such jurisdiction, and/or such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) be in form, scope and substance reasonably satisfactory to the Agents, (iv) from local counsel to the U.S. Credit Parties and/or the Agents reasonably satisfactory to the Agents practicing in those jurisdictions in which U.S. Mortgaged Properties are located and/or U.S. Subsidiary Guarantors are organized, such opinions as the Agents may reasonably request, which opinions (x) shall be addressed to each Agent, the Collateral Agent and each of the Lenders and be dated the Initial Borrowing Date, (y) shall cover the perfection of the security interests granted pursuant to the relevant Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Agents, and (v) reliance letters addressed to each Transaction Party. Each Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date with respect to such Person expressly consents legal opinions delivered in connection with the Acquisition, as may have been requested by any Agent or the Required Lenders, which reliance letters and opinions shall cover such matters as the Agents may reasonably request and be in form, scope and substance reasonably satisfactory to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesAgents.

Opinions of Counsel. Each of the relevant Transaction Lease Financing Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. FischerSASM&F, Esq.special counsel to Midwest and EME, substantially in the form of Exhibit CC, (b) Sonnenschein, Nath and Xxxxxxxxx, special Illinois counsel to Midwest and EME, substantially in the form of Exhibit DD, (c) Hunton & Xxxxxxxx, special New York counsel to the Owner Participant and the Equity Investor, substantially in the form of Exhibit EE, (d) in-house counsel to Midwest, EME and the Owner Participant, substantially in the form of Exhibit FF, (e) Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Owner Lessor, the Trust Company, and the Owner Trustee, substantially in the form of Exhibit GG, (f) Stadtmauer Bailkin LLP, special counsel to the Lease Indenture Trustee and the Lease Indenture Company, substantially in the form of Exhibit HH addressed to such Person, (g) Stadtmauer Bailkin LLP, counsel to the Pass Through Trustees and the Pass Through Company, substantially in the form of Exhibit II, (h) Xxx Xxxx Xxxxxxx, special federal regulatory counsel to Midwest and EME, substantially in the form of Exhibit JJ, and (i) in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest Owner Participant and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to substantially in the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Partyof Exhibit KK. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 SECTION 4.13 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received an opinion from O’Melveny & Xxxxx LLP (or opinionsanother counsel reasonably acceptable to the Joint Lead Arrangers), dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Credit Parties, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent and each of its interest the Lenders and dated the Initial Borrowing Date in substantially the Undivided Interest and the Ground Interest form delivered to the Owner Lessor)Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10. (b) Thelen Reid & Priest LLPOn the Initial Borrowing Date, the Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to the Joint Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Lessee anx XxxxxxxxxAgent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10. (c) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from White & Tremaine LLPCase LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers), special regulatory English counsel to the Facixxxx XxxxxxDocumentation Agent for the benefit of the Joint Lead Arrangers, an opinion addressed to the Facility Agent (for itself and on behalf of the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Joint Lead Arrangers covering the matters set forth on Schedule 5.10. (d) Xxxxxxd and Hart LLPOn the Initial Borrowing Date, Tribal the Facility Agent shall have received from White & Case LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers), special German counsel to the Documentation Agent for the benefit of the Joint Lead Arrangers, an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial PurchasersBorrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or ​ ​ -61- ​ ​ ​ otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10. (e) Karen ScowcroftOn the Initial Borrowing Date, Esq.the Facility Agent shall have received from Holland & Knight (or another counsel reasonably acceptable to the Joint Lead Arrangers), in-house special Florida counsel to the Equity InvestorCredit Parties, (f) Xxxxx Xxxxxxxxne LLP, counsel an opinion addressed to the Owner Participant Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel Lenders prior to the Lease Indenture Company and the Inxxxxxxx XxxxteeEffective Date, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of Joint Lead Arrangers, covering the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely matters set forth on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Agent shall have received an opinion or opinionsreceived: (i) favorable written opinions (including, without limitation, as to true sale, non-rejection and nonconsolidation matters) of Xxxxxx Price P.C. counsel to the Borrower, the Servicer and each Seller, addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of each of Exhibits D-1 and D-4 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent may reasonably request; (aii) Ronald W. Fischer, Esq., a favorable written opinion of in-house counsel to each of the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeServicer and each Seller, without limitation, a favorable opinion with respect addressed to the transfer by CCFC of its interest Agent and each Lender, dated the Closing Date, covering such additional matters incident to the transactions contemplated hereby as the Agent may reasonably request; (iii) from Xxxxxx Xxxxx LLP, special Delaware counsel to the Borrower, opinions addressed to the Agent and each Lender, dated the Closing Date, substantially in the Undivided Interest form of Exhibit D-3 hereto and the Ground Interest covering such additional matters incident to the Owner Lessor), transactions contemplated hereby as the Agent may reasonably request; (biv) Thelen Reid & Priest from Xxxxxx Xxxxx LLP, special Delaware counsel to Wilmington Trust Company, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-8 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent may reasonably request; (v) from special STB counsel to the Borrower, oral or email confirmation that no liens exist on the applicable Railcars and Leases to be acquired by the Borrower on the Closing Date which would have a priority over the liens granted to the Collateral Agent on the Closing Date (within three (3) Business Days of the Closing Date, the Borrower shall procure an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-5 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent may reasonably request); (vi) from special Canadian counsel to the Agent, oral or email confirmation that no liens exist on the applicable Railcars and Leases to be acquired by the Borrower on the Closing Date which would have a priority over the liens granted to the Collateral Agent on the Closing Date (within three (3) Business Days of the Closing Date, the Borrower shall procure an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-6 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent may reasonably request); (vii) from special counsel to the Facility Lessee anx XxxxxxxxxMarks Company, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx XxxxxxAgent and each Lender, (d) Xxxxxxd dated the Closing Date, substantially in the form of Exhibit D-7 hereto and Hart LLP, Tribal counsel covering such additional matters incident to the Facility Lessee, transactions contemplated hereby as the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, EsqAgent may reasonably request., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties Such Purchaser shall have received an opinion or opinionsopinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date, of (a) Ronald W. Fischerfrom Xxxxx Xxxxx LLP, Esq.counsel for the Company, in-house covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh deliver such opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner LessorPurchasers), (b) Thelen Reid & Priest LLPfrom Xxxxxx X. Xxxxxxxxx, special Senior Vice President ― General Counsel of the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Facility Lessee anx XxxxxxxxxPurchasers), (c) Davis Wright & Tremaine from Xxxxxxx Coie LLP, special Arizona regulatory counsel for the Company, covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (d) from Xxxxxxx Coie LLP, special regulatory counsel for the Company, covering the matters set forth in Exhibit 4.4(d) and covering such other matters incident to the Facixxxx Xxxxxx, transactions contemplated hereby as such Purchaser or its counsel may reasonably request (d) Xxxxxxd and Hart LLP, Tribal the Company hereby instructs its counsel to deliver such opinion to the Facility LesseePurchasers), and covering such other matters incident to the Owner Participxxx, the Owner Lessor transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Initial Company hereby instructs its counsel to deliver such opinion to the Purchasers, ) and (e) Karen Scowcroftfrom Xxxxxxxxx Xxxxxxx, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, the Purchasers’ special counsel to in connection with such transactions, substantially in the Owner Participant form set forth in Exhibit 4.4(e) and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each covering such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed other matters incident to such partiestransactions as such Purchaser may reasonably request.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to the Lead Arrangers), ​ ​ -62- ​ ​ ​ special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the ​ -66- ​ ​ ​ Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx Limited (or another counsel reasonably acceptable to the Lead Arrangers), special Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Xxxxxx Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Xxxxxx Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight LLP (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of At the relevant Transaction Parties Closing Time, the Underwriter shall have received an received: (1) the favorable opinion or opinionsof Weil, Gotshal & Xxxxxx LLP, counsel for the Company, dated the as of such Closing Date or Subsequent Closing Date, substantially in the form attached as Exhibit A hereto and satisfactory to the Underwriter. (2) the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx, Nevada counsel for the Company and the Selling Stockholder, substantially in the form attached as Exhibit B hereto and satisfactory to the Underwriter. (a3) Ronald W. Fischerthe favorable opinion, Esqdated as of the Closing Time, of Fox Rothschild LLP, New Jersey counsel for the Company, substantially in the form attached as Exhibit C hereto and satisfactory to the Underwriter. (4) the favorable opinion, in-house dated as of the Closing Time, of Xxxxxxxxx Xxxxxx PLLC, Michigan counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeCompany, without limitation, a favorable opinion with respect substantially in the form attached as Exhibit D hereto and satisfactory to the transfer by CCFC Underwriter. (5) the favorable opinion, dated as of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)Closing Time, (b) Thelen Reid of Butler, Snow, O’Mara, Xxxxxxx & Priest LLPXxxxxxx, special PLLC, Mississippi counsel to the Facility Lessee anx XxxxxxxxxCompany, substantially in the form attached as Exhibit E hereto and satisfactory to the Underwriter. (c6) Davis Wright & Tremaine LLPthe favorable opinion, special regulatory dated as of the Closing Time, of Xxxxxxx and Xxxxxxxx Ltd., Illinois counsel to the Facixxxx XxxxxxCompany, (d) Xxxxxxd substantially in the form attached as Exhibit F hereto and Hart LLP, Tribal counsel satisfactory to the Facility LesseeUnderwriter. (7) the favorable opinion, dated as of the Owner ParticipxxxClosing Time, the Owner Lessor and the Initial Purchasersof Fried, (e) Karen ScowcroftFrank, Esq.Harris, in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Xxxxxxx & Xxxxxxxx LLP, counsel to the Owner Participant Selling Stockholder, substantially in the form attached as Exhibit G hereto and satisfactory to the Oxxxx Underwriter. (8) the favorable opinion, dated as of the Closing Time, of Xxxxxx, (x) Bingham Dana Xxxx & Xxxxxxxx LLP, counsel to for the Lease Indenture Company and the Inxxxxxxx XxxxteeUnderwriter, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to the Underwriter. In giving their opinions required by subsections (b)(1) and (b)(8), respectively, of this Section, Weil, Gotshal & Xxxxxx LLP and Xxxxxx, Xxxx & Xxxxxxxx LLP shall each Transaction Party. Each such Person expressly consents additionally state that nothing has come to their attention that would lead them to believe that (except for financial statements and schedules and other financial or statistical data included or incorporated by reference therein and that part of the rendering by its Registration Statement which constitutes the Trustee’s Statement of Eligibility and Qualification under the 1939 Act (Form T-1), as to which counsel need make no statement) (i) the Registration Statement, at the time it became effective (which, for purpose of the opinion referred shall mean May 1, 2009), contained an untrue statement of a material fact or omitted to in this Section 4.19 and acknowledges that such opinion shall be deemed state a material fact required to be rendered stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package, at the request and upon Applicable Time, included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the instructions statements therein, in light of such Personthe circumstances under which they were made, each not misleading or (iii) the Prospectus, as of whom has consulted with and has been advised by its counsel date or as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the consequences statements therein, in light of such requestthe circumstances under which they were made, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesnot misleading.

Opinions of Counsel. Each of On the relevant Transaction Parties Effective Date, the Administrative Agent shall have received an opinion or opinions, dated the Closing Date, of (ai) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx from Bartlit Xxxx Xxxxxx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest Xxxxx LLP, special counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Facility Lessee anx XxxxxxxxxAdministrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-1 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (cii) Davis Wright from Xxxxxxxx Advokatfirma DA, Norwegian maritime counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-2 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (iii) from Xxxxx & Tremaine Xxxxxxx, Bahamian maritime counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-3 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (iv) from Xxxxxx & Xxxxxx LLP, special regulatory Vanuatu maritime counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-4 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (v) from Mackinnons, Scottish counsel to the Facixxxx each Credit Party, favorable opinions reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-5 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (vi) from Xxxxx Xxxxx, General Counsel to the Parent a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-6 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (vii) from TozziniFreire Advogados, Brazilian counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-7 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (viii) from Xxxxxx and Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal Cayman Islands counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Facility Lessee, Administrative Agent and addressed to the Owner Participxxx, Administrative Agent and each of the Owner Lessor Lenders and dated the Initial PurchasersEffective Date covering the matters set forth in Exhibit D-8 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (eix) Karen Scowcroftfrom Xxxxx Xxxxx, Esq., in-house Guernsey counsel to the Equity Investoreach Credit Party, (f) Xxxxx Xxxxxxxxne LLP, counsel a favorable opinion reasonably satisfactory in form and substance to the Owner Participant Administrative Agent and addressed to the Oxxxx XxxxxxAdministrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-9 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (x) Bingham Dana LLPfrom Cains, Isle of Man maritime counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxteeeach Credit Party, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-10 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (xi) from Xxxxx Dutilh, Dutch counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-11 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (xii) from Xxxxx, Xxxxxx-Xxxxxx & Xxxxxxxxx, Norwegian counsel to each Transaction Credit Party. Each such Person expressly consents , a favorable opinion reasonably satisfactory in form and substance to the rendering by its counsel Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-12 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (xiii) from Advokatfirmaet Schjodt DA, special Norwegian counsel to each Credit Party formed in Norway, a favorable opinion referred reasonably satisfactory in form and substance to the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in this Section 4.19 Exhibit D-13 and acknowledges that such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, (xiv) from Xxxx Xxxxxxxx, Spanish maritime counsel to each Credit Party, a favorable opinion shall be deemed reasonably satisfactory in form and substance to be rendered at the Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit D-14 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and upon (xv) from Xxxxxx Abogados, Mexican counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the instructions of such Person, Administrative Agent and addressed to the Administrative Agent and each of whom has consulted with the Lenders and has been advised by its counsel as dated the Effective Date covering the matters set forth in Exhibit D-15 and such other matters incident to the consequences of such transactions contemplated herein as the Administrative Agent may reasonably request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each At the Closing Time, the Underwriters shall have received: (1) The favorable opinion, dated as of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing DateTime, of (a) Ronald W. FischerMilbank, Esq.Tweed, in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Xxxxxx & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne XxXxxx LLP, counsel to for the Owner Participant and to the Oxxxx XxxxxxCompany, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents counsel for the Underwriters, and covering the matters described in Exhibit A hereto. (2) The favorable opinion, dated as of the Closing Time, of Xxxxxxxxxx Gaming Group, Nevada counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit B hereto. (3) The favorable opinion, dated as of the Closing Time, of Fox Rothschild LLP, New Jersey counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit C hereto. (4) The favorable opinion of Xxxxxxxxx Xxxxxx PLLC, Michigan counsel to the rendering by its Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit D hereto. (5) The favorable opinion of Xxxxxx Snow LLP, Mississippi counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit E hereto. (6) The favorable opinion, dated as of the opinion referred Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, and covering the matters described in Exhibit F hereto. (7) The favorable opinion, dated as of the Closing Time, of Xxxx Xxxxxxxxxx & Hollister LLP, Illinois counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit G hereto. (8) The favorable opinion, dated as of the Closing Time, of Xxxxxxxxx Xxxxxxx, LLP, Nevada counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit H hereto. In giving their opinions required by subsections (b)(1) and (b)(6), respectively, of this Section 4.19 Section, Milbank, Tweed, Xxxxxx & XxXxxx LLP and acknowledges Xxxxxx Xxxxxx & Xxxxxxx LLP shall each additionally state that such opinion shall be nothing has come to their attention that would lead them to believe that (except for financial statements and schedules and other financial or statistical data included or incorporated by reference therein) and that part of the Registration Statement which constitutes the Trustee’s Statement of Eligibility and Qualification under the 1939 Act (Form T-1), as to which counsel need make no statement) (i) the Registration Statement, at the time it became effective (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C to be rendered part of the Registration Statement at the request and upon time of effectiveness)), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the instructions statements therein not misleading, (ii) the Pricing Disclosure Package, at the Applicable Time, included an untrue statement of such Persona material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, each in the light of whom has consulted with and has been advised by the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its counsel date or as of the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the consequences statements therein, in the light of such requestthe circumstances under which they were made, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesnot misleading.

Opinions of Counsel. Each of the relevant Transaction Parties parties shall have received an opinion or opinions, dated the Closing Date, of (ai) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Xxxxxxxxxx & Priest Xxxxx LLP, special counsel to the Facility Lessee anx Xxxxxxxxxand the Pledgor, (cii) Davis Wright & Tremaine Carlsmith Ball LLP, special regulatory Hawaii counsel to the Facixxxx XxxxxxLessee, (diii) Xxxxxxd and Hart Xxxxx Xxxxxxxxxx LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (fiv) Xxxxx Xxxxxxxxne Xxxxxxxxxx Xxxxxxxx LLP, local counsel to Equity Investor, (v) Morris, James, Hitchens & Xxxxxxxx LLP, counsel to the Owner Participant Lessor, the Trust Company, and to the Oxxxx XxxxxxOwner Manager and (vi) Xxxxxxxx X. Xxxxxxx, (x) Bingham Dana LLPAttorney at Law, counsel to the Lease Indenture Company Depositary Bank and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersIndenture Trustee, in each case case, addressed to such Persons and in form and substance reasonably satisfactory to each Transaction Partysuch Persons. Each of the parties, excluding the Lessee, shall have also received the opinion, dated the Closing Date, of XxXxxxxxxxx Xxxxxx Xxxxx XxxXxxxxx LLP, Hawaii counsel to the Noteholders and the Equity Investor. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 4(q) and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, (x) include as addressees Persons which may become Noteholders in the future or (y) permit the Rating Agencies and the Initial Purchasers such Noteholders to rely on their its opinion as if such opinion were addressed to such partiesPersons.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Walkers (Bermuda) Limited (or another counsel reasonably acceptable to the Lead Arrangers), special Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Norton Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Norton Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight LLP (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Administrative Agent shall have received an received: (i) a written opinion or opinionsof Xxxxxxxx & Xxxxx LLP, special counsel to the Credit Parties, addressed to the Agents and each Lender, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest substantially in the Undivided Interest and the Ground Interest to the Owner Lessor), form of Exhibit D-1 hereto; (bii) Thelen Reid from Xxxxxxxx & Priest Xxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, or special local counsel to the Borrower and the other Credit Parties (cwhich counsel shall be reasonably satisfactory to the Lead Arrangers) Davis Wright for each State in which any Credit Party is located (within the meaning of Section 9-301 of the Uniform Commercial Code as in effect in the State of New York), an opinion addressed to the Agents and each Lender, dated the Closing Date, substantially in the form of Exhibit D-2 hereto and covering such additional matters incident to the transactions contemplated hereby as the Lead Arrangers or the Required Lenders may reasonably request; (iii) from special local counsel to the Borrower and the other Credit Parties (which counsel shall be reasonably satisfactory to the Lead Arrangers) for each jurisdiction in which a Mortgaged Property is located, an opinion addressed to the Agents and each Lender, dated the Closing Date, substantially in the form of Exhibit D-3 hereto, with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 financing statements or similar notices to be recorded or filed in such jurisdiction, if applicable, and such other matters as the Lead Arrangers or the Required Lenders may reasonably request; (iv) from special counsel to the Target in respect of the Acquisition, copies of each opinion delivered by them in connection with the Acquisition, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and the Lenders; and (v) from Xxxxxxxx & Tremaine Xxxxx LLP, special regulatory counsel to the Facixxxx XxxxxxBorrower, (d) Xxxxxxd and Hart LLPcopies of the opinions delivered by them under the purchase agreement for the Subordinated Debentures, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, accompanied in each case in form and substance reasonably satisfactory to each Transaction Party. Each by a letter from such Person expressly consents to special counsel stating that the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies Agents and the Initial Purchasers Lenders are entitled to rely on their opinion such opinions as if such opinion they were addressed to such partiesthe Agents and the Lenders.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to the Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Closing Date, the Administrative Agent shall have received from Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, special New York counsel to the Parent and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date which shall (x) be in form and substance acceptable to the Administrative Agent and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (b) through (d) below) granted pursuant to the Security Documents and such other matters incidental to the transactions contemplated herein as the Administrative Agent may request. (b) On the Closing Date, the Administrative Agent shall have received from Xxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Parent and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date which shall (x) be in form and substance acceptable to the Administrative Agent and (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgages and such other matters incidental thereto as the Administrative Agent may request. (c) On the Closing Date, the Administrative Agent shall have received from Xxxxxx X. Xxxxxxx, Esq., special Liberian counsel to the Parent and its Subsidiaries (or opinionsother counsel to the Parent and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, which shall (x) be in form and substance acceptable to the Administrative Agent and (y) in the case of each Mortgaged Vessel registered under the laws and flag of the Republic of Liberia, cover the perfection of the security interests granted pursuant to the relevant Vessel Mortgage(s) and such other matters incidental thereto as the Administrative Agent may request. (ad) Ronald W. FischerOn the Closing Date the Administrative Agent shall have received from Xxxxxx X. Xxxxxx, Esq., in-house special Xxxxxxxx Islands counsel to the Facility Lessee anx Xxxxxxxxx Parent and its Subsidiaries (xxxxh or other counsel to the Parent and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, which shall include(x) be in form and substance acceptable to the Administrative Agent, without limitationand shall cover, a favorable opinion inter alia, matters with respect to the transfer by CCFC Investment Agreement, issuance of its interest the Warrants and the other Credit Documents, and (y) in the Undivided Interest case of each Mortgaged Vessel registered under the laws and flag of the Ground Interest Republic of Xxxxxxxx Islands, cover the perfection of the security interests granted pursuant to the Owner Lessor)relevant Vessel Mortgage(s) and such other matters incidental thereto as the Administrative Agent may request. (e) On the Closing Date, (b) Thelen Reid the Administrative Agent shall have received from Xxxxxxx Xxxx & Priest LLPXxxxxxx Limited, special Bermuda counsel to the Facility Lessee anx XxxxxxxxxParent and its Subsidiaries, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx Xxxxxx, (d) Xxxxxxd Administrative Agent and Hart LLP, Tribal counsel to each of the Facility Lessee, Lenders and dated the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, Closing Date which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents acceptable to the rendering by its counsel Administrative Agent and (y) cover the perfection of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed security interests (other than those to be rendered at covered by opinions delivered pursuant to clauses (a) through (d) above) granted pursuant to the request Security Documents and upon such other matters incidental to the instructions transactions contemplated herein as the Administrative Agent may request. (f) On the Closing Date, the Administrative Agent shall have received from counsel to the Parent and its Subsidiaries in each other relevant jurisdictions identified by the Administrative Agent, an opinion addressed to the Administrative Agent and each of such Personthe Lenders and dated the Closing Date, each of whom has consulted with which shall be in form and has been advised by its counsel as substance acceptable to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesAdministrative Agent.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Administrative Agent shall have received an opinion or opinionsfrom O’Melveny & Xxxxx LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Borrower and its Subsidiaries, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Administrative Agent and each of its interest the Lenders and dated the Initial Borrowing Date in substantially the Undivided Interest and the Ground Interest form set forth on Exhibit C-1 or otherwise acceptable to the Owner Lessor), Administrative Agent. (b) Thelen Reid On the Initial Borrowing Date, the Administrative Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx, special Bermudian counsel to the Borrower and its Subsidiaries (or other counsel to the Borrower and such Credit Parties reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form set forth on Exhibit C-2 or otherwise acceptable to the Administrative Agent. (c) On the Initial Borrowing Date, the Administrative Agent shall have received from Xxxxxx, Xxxxxxxx & Priest Co., special Bahamian counsel to the Borrower and its Subsidiaries (or other counsel to the Borrower and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form set forth on Exhibit C-3 or otherwise acceptable to the Administrative Agent. (d) On the Initial Borrowing Date, the Administrative Agent shall have received from Cains Advocates Limited, special Isle of Man counsel to the Borrower and its Subsidiaries (or other counsel to the Borrower and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form set forth on Exhibit C-4 or otherwise acceptable to the Administrative Agent. (e) On the Initial Borrowing Date, the Administrative Agent shall have received from Holland & Knight, special Florida counsel to the Borrower and its Subsidiaries (or other counsel to the Borrower and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form set forth on Exhibit C-5 or otherwise acceptable to the Administrative Agent. (f) On the Initial Borrowing Date, the Administrative Agent shall have received from White & Case LLP, special English counsel to the Facility Lessee anx XxxxxxxxxAdministrative Agent, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx Xxxxxx, (d) Xxxxxxd Administrative Agent and Hart LLP, Tribal counsel each of the Lenders and dated the Initial Borrowing Date in substantially the form set forth on Exhibit C-6 or otherwise acceptable to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, EsqAdministrative Agent., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agents ------------------- shall have received the following favorable opinions, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Stinson Morrison Hecker LLP, Esq.counsel for the Offerors and addressed tx xxx Xuxxxxxxxx, in-house xxx Placement Agents and WTC in substantially the form set forth on Exhibit B-1 attached hereto and incorporated herein by this ----------- reference, (b) from Richards, Layton & Finger, P.A., special Delaware counsel to the Facility Lessee anx Xxxxxxxxx Offxxxxx xxx xxxxxssed to the Purchasers, the Placement Agents and the Offerors, in substantially the form set forth on Exhibit B-2 attached hereto and ----------- incorporated herein by this reference and (xxxxh c) from Lewis, Rice & Fingersh, L.C., special tax counsel to the Offerors, axx xxdrxxxxd tx xxx Xxxxxxxxt Agents and the Offerors, addressing the items set forth on Exhibit B-3 attached hereto and ----------- incorporated herein by this reference, subject to the receipt by Lewis, Rice & Fingersh, L.C. of a representation letter from the Compxxx xn the forx xxx xxxxx xx Exhibit B-3 completed in a manner reasonably satisfactory to Lewis, Rice & ----------- Fingersh, L.C. (collectively, the "Ofxxxxxs' Counsel Opinions"). Ix xxxxxxxxx xxx Offerors' Counsel Opinions, counsel to the Offerors may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Offerors (copies of which shall be delivered to the Placement Agents and the Purchasers) and by government officials, and upon such other documents as counsel to the Offerors may, in their reasonable opinion, deem appropriate as a basis for the Offerors' Counsel Opinions. Counsel to the Offerors may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Offerors' counsel is not admitted to practice in the State of New York, the opinion of Offerors' counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Offerors' Counsel Opinions shall includenot state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Legal Opinion Accord of the opinion referred to in this ABA Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesBusiness Law (1991).

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agents shall have received the following favorable opinions, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Mette, Esq.Xxxxx & Xxxxxxxx, in-house counsel for the Offerors and addressed to the Purchaser, the Placement Agents and WTC in substantially the form set forth on Exhibit B-1 attached hereto and incorporated herein by this reference, (b) from Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Facility Lessee anx Xxxxxxxxx Offerors and addressed to the Purchaser, the Placement Agents and the Offerors, in substantially the form set forth on Exhibit B-2 attached hereto and incorporated herein by this reference and (xxxxh c) from Xxxxx, Xxxx & Xxxxxxxx, X.X., special tax counsel to the Offerors, and addressed to the Placement Agents and the Offerors, addressing the items set forth on Exhibit B-3 attached hereto and incorporated herein by this reference, subject to the receipt by Xxxxx, Rice & Xxxxxxxx, X.X. of a representation letter from the Company in the form set forth in Exhibit B-3 completed in a manner reasonably satisfactory to Xxxxx, Rice & Xxxxxxxx, X.X. (collectively, the “Offerors’ Counsel Opinions”). In rendering the Offerors’ Counsel Opinions, counsel to the Offerors may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Offerors (copies of which shall be delivered to the Placement Agents and the Purchaser) and by government officials, and upon such other documents as counsel to the Offerors may, in their reasonable opinion, deem appropriate as a basis for the Offerors’ Counsel Opinions. Counsel to the Offerors may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Offerors’ counsel is not admitted to practice in the State of New York, the opinion of Offerors’ counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Offerors’ Counsel Opinions shall includenot state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Legal Opinion Accord of the opinion referred to in this ABA Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesBusiness Law (1991).

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Xxx Xxxxxx Xxxxxxxxx Limited (or another counsel reasonably acceptable to the Lead Arrangers), special Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Xxxxxx Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), ​ -67- ​ ​ special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Xxxxxx Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight LLP (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each At the Closing Time, the Underwriters shall have received: (1) The favorable opinion, dated as of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing DateTime, of (a) Ronald W. FischerMilbank, Esq.Tweed, in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Xxxxxx & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne XxXxxx LLP, counsel to for the Owner Participant and to the Oxxxx XxxxxxCompany, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents counsel for the Underwriters, and covering the matters described in Exhibit A hereto. (2) The favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx, Nevada counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit B hereto. (3) The favorable opinion, dated as of the Closing Time, of Fox Rothschild LLP, New Jersey counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit C hereto. (4) The favorable opinion of Xxxxxxxxx Xxxxxx PLLC, Michigan counsel to the rendering Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit D hereto. (5) The favorable opinion of Butler, Snow, O’Mara, Xxxxxxx & Xxxxxxx, PLLC, Mississippi counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit E hereto. (6) The favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, and covering the matters described in Exhibit F hereto. (7) The favorable opinion, dated as of the Closing Time, of Xxxxxxx and Xxxxxxxx Ltd., Illinois counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit H hereto. In giving their opinions required by its subsections (b)(1) and (b)(6), respectively, of this Section, Milbank, Tweed, Xxxxxx & XxXxxx LLP and Xxxxxx Xxxxxx & Xxxxxxx LLP shall each additionally state that nothing has come to their attention that would lead them to believe that (except for financial statements and schedules and other financial or statistical data included or incorporated by reference therein) and that part of the Registration Statement which constitutes the Trustee’s Statement of Eligibility and Qualification under the 1939 Act (Form T-1), as to which counsel need make no statement) (i) the Registration Statement, at the time it became effective (which, for purpose of the opinion referred shall mean March 15, 2012), contained an untrue statement of a material fact or omitted to in this Section 4.19 and acknowledges that such opinion shall be deemed state a material fact required to be rendered stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package, at the request and upon Applicable Time, included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the instructions statements therein, in the light of such Personthe circumstances under which they were made, each not misleading or (iii) the Prospectus, as of whom has consulted with and has been advised by its counsel date or as of the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the consequences statements therein, in the light of such requestthe circumstances under which they were made, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesnot misleading.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Owner Trustee, the Indenture Trustee and each Participant shall have received the favorable written opinion of each of (ai) Ronald W. FischerSkadden, Esq.Arps, in-house counsel to the Facility Lessee anx Xxxxxxxxx Slate, Meagher & Flom (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner LessorIllinois), (b) Thelen Reid & Priest LLP, special counsel to for the Facility Lessee Lessee, TILC anx XxxxxxxxxXXXX, suxxxxntially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (cii) Davis Wright & Tremaine LLPcounsel for the Lessee, special regulatory TILC and TRMI (which counsel to shall be the Facixxxx XxxxxxGeneral Counsel of Trinity), substantially in the form of the corresponding opinion delivered in connection with the closing under the Other 36 Participation Agreement (TRLI 2001-1B) Participation Agreement, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (xiii) Bingham Dana LLP, counsel to the Lease Indenture Company and Owner Trustee, substantially in txx xxxx xx xhe corresponding opinion delivered in connection with the Inxxxxxxx Xxxxteeclosing under the Other Participation Agreement, (hiv) Bingham Dana LLPWinston & Strawn, special counsel to the Owner Participant, substantially in xxx xorm of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (v) Philip Morris Capital Corporation Legal Department, counsel to the Pass Though Trustees and Xxxxx Xxxxxxipant, substantially in the Pass Xxxxxxx Xxxxanyform of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (ivi) Ray Quinney & NebekerRobert A. Wolz, in-house counsel Assistant Counsel to the Lessor Manager Indenture Trustee, substaxxxxxxx xx xxx form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (vii) Alvord & Alvord, special STB counsel, substantially in the form of xxx xorrxxxxxxing opinion delivered in connection with the closing under the Other Participation Agreement, (viii) McCarthy Tetrault, special Canadian counsel, substantially in the xxxx xx txx xxxxxsponding opinion delivered in connection with the closing under the Other Participation Agreement, (ix) Andrews & Kurth L.L.P., special counsel for the Collateral Agent, xxxxxxxtiaxxx xn the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement and (x) Xxxxxxxxe CxxxxRobert A. Wolz, X Professional Corporation, Arizona counsel Assistant Counsel to the Xxxxxxxx XxxxxePass Through Trustee, subxxxxxxxxxx xx the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the corresponding opinion referred to delivered in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at connection with the request and upon closing under the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesOther Participation Agreement.

Opinions of Counsel. Each of the relevant Transaction Parties (a) Such Lender shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case opinions in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents Lender, dated the date of the Closing: (i) from Xxxx & Xxxxx LLP, counsel to the rendering by Borrower, the Parent and Glatfelter, covering such Delaware, Maryland and Pennsylvania law matters incident to the entry into this Agreement, the Capitalization Transaction, the issuance of the Glatfelter Securities and the other transactions contemplated hereby as such Lender or its counsel may reasonably request (and the Borrower hereby instructs its counsel to deliver such opinion to the Lenders); (ii) from Debevoise & Xxxxxxxx LLP, counsel for the Borrower, the Parent and Glatfelter, covering such New York and Federal law matters incident to the entry into this Agreement, the Capitalization Transaction, the issuance of the opinion referred Glatfelter Securities and the other transactions contemplated hereby as such Lender or its counsel may reasonably request (and the Borrower hereby instructs its counsel to in this Section 4.19 and acknowledges that deliver such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences Lenders); (iii) from Debevoise & Xxxxxxxx LLP, counsel for the Borrower, regarding the nonconsolidation of such request, instructions the Borrower in a bankruptcy of Glatfelter or any of its Subsidiaries and consent. Furthermore, each such counsel shall, the true sale or true contribution of the assets of the Parent sold or contributed pursuant to the extent requestedCapitalization Transaction. (b) Such Lender shall have received copies of the following opinions dated the date of issuance of the Installment Note and Letter of Credit: (i) from Dundas & Xxxxxx XX LLP, permit counsel to the Rating Agencies LC Issuer, covering certain Scottish law matters relating to the LC Issuer and the Initial Purchasers Letter of Credit; (ii) from Xxxxxx & Xxxxxxx LLP, counsel to rely on their opinion as if such opinion were addressed the LC Issuer, covering certain New York and Federal law matters relating to such partiesthe LC Issuer and the Letter of Credit; (iii) from Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, counsel to the Installment Note Issuer, covering certain matters relating to the Installment Note Issuer and the Installment Note; and (iv) from Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, counsel to the Installment Note Issuer, regarding the nonconsolidation of the Installment Note Issuer in a bankruptcy of its parent company or of its Subsidiaries.

Opinions of Counsel. Each At the Closing Time, the Underwriters shall have received: (1) The favorable opinion, dated as of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing DateTime, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Milbank LLP, counsel to for the Owner Participant and to the Oxxxx XxxxxxCompany, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents counsel for the Underwriters, and covering the matters described in Exhibit A hereto. (2) The favorable opinion, dated as of the Closing Time, of Xxxxxx Snow LLP, Nevada counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit B hereto. (3) The favorable opinion, dated as of the Closing Time, of Fox Rothschild LLP, New Jersey counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit C hereto. (4) The favorable opinion of Xxxxxxxxx Xxxxxx PLLC, Michigan counsel to the rendering by its Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit D hereto. (5) The favorable opinion of Xxxxxx Snow LLP, Mississippi counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit E hereto. (6) The favorable opinion of Ice Xxxxxx LLP, Ohio counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, and covering the matters described in Exhibit F hereto. (7) The favorable opinion, dated as of the opinion referred Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, and covering the matters described in Exhibit G hereto. In giving their opinions required by subsections (b)(1) and (b)(7), respectively, of this Section, Milbank LLP and Xxxxxx Xxxxxx & Xxxxxxx LLP shall each additionally state that nothing has come to in this Section 4.19 their attention that would lead them to believe that (except for financial statements and acknowledges schedules and other financial or statistical data included or incorporated by reference therein and that such opinion shall be part of the Registration Statement which constitutes the Trustee’s Statement of Eligibility and Qualification under the 1939 Act (Form T-1), as to which counsel need make no statement) (i) the Registration Statement, at the time it became effective (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C to be rendered part of the Registration Statement at the request and upon time of effectiveness), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the instructions statements therein not misleading, (ii) the Pricing Disclosure Package, at the Applicable Time, included an untrue statement of such Persona material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, each in the light of whom has consulted with and has been advised by the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its counsel date or as of the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the consequences statements therein, in the light of such requestthe circumstances under which they were made, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesnot misleading.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Purchaser shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxxxxxx & Wood LLP, Esq., in-house special counsel for the Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Purchaser in substantially the transfer form set forth on Exhibit A-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Xxxxxx Xxxxxx XxXxxxxx Xxxxxxxx & Priest Xxxxxxx, counsel for the Sellers, or (ii) an opinion from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser in substantially the form set forth on Exhibit A-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxx Xxxxxxxx & Wood LLP, special tax counsel for the Purchaser and addressed to the Purchaser in substantially the form set forth on Exhibit A-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Xxxxxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser and the Sellers, in substantially the form set forth on Exhibit A-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Xxxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser and the Sellers, (d) Xxxxxxd in substantially the form set forth on Exhibit A-5 attached hereto and Hart LLP, Tribal counsel incorporated herein by this reference. Each certificate or opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities, and, if such transferee is a warehouse entity, the Owner Participxxxnext subsequent transferee that is not a warehouse entity (each, the Owner Lessor and the Initial Purchasers, (ea “Subsequent Purchaser”) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agent shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxxxxxx & Wood LLP, Esq., in-house special counsel for the Placement Agent and Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Placement Agent and Purchaser in substantially the transfer form set forth on Exhibit B-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Xxxxx XxXxxxx LLP, counsel for the Offerors, or (ii) an opinion from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers' Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser and the Placement Agent in substantially the form set forth on Exhibit B-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxx Xxxxxxxx & Priest Wood LLP, special tax counsel for the Placement Agent and Purchaser and addressed to the Placement Agent and Purchaser in substantially the form set forth on Exhibit B-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Xxxxxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser, the Placement Agent and the Offerors, in substantially the form set forth on Exhibit B-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Xxxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser, (d) Xxxxxxd the Placement Agent and Hart LLPthe Offerors, Tribal counsel in substantially the form set forth on Exhibit B-5 attached hereto and incorporated herein by this reference. Each certificate or opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities and, if such transferee is a warehouse lender, the Owner Participxxxnext subsequent transferee that is not a warehouse lender (each, the Owner Lessor and the Initial Purchasersa "Subsequent Purchaser"), (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each At the Closing Time, the Underwriter shall have received: (1) The favorable opinion, dated as of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing DateTime, of (a) Ronald W. FischerMilbank, Esq.Tweed, in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Xxxxxx & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne XxXxxx LLP, counsel to for the Owner Participant and to the Oxxxx XxxxxxCompany, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents counsel for the Underwriter, and covering the matters described in Exhibit A hereto. (2) The favorable opinion, dated as of the Closing Time, of Xxxxxxxxxx Gaming Group, Nevada counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, and covering the matters described in Exhibit B hereto. (3) The favorable opinion, dated as of the Closing Time, of Fox Rothschild LLP, New Jersey counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, and covering the matters described in Exhibit C hereto. (4) The favorable opinion of Xxxxxxxxx Xxxxxx PLLC, Michigan counsel to the rendering by its Company, in form and substance satisfactory to counsel for the Underwriter, and covering the matters described in Exhibit D hereto. (5) The favorable opinion of Xxxxxx Snow LLP, Mississippi counsel to the Company, in form and substance satisfactory to counsel for the Underwriter, and covering the matters described in Exhibit E hereto. (6) The favorable opinion, dated as of the opinion referred Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, and covering the matters described in Exhibit F hereto. (7) The favorable opinion, dated as of the Closing Time, of Xxxx Xxxxxxxxxx & Hollister LLP, Illinois counsel to the Company, in form and substance satisfactory to counsel for the Underwriter, and covering the matters described in Exhibit G hereto. (8) The favorable opinion, dated as of the Closing Time, of Xxxxxxxxx Xxxxxxx, LLP, Nevada counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, and covering the matters described in Exhibit H hereto. In giving their opinions required by subsections (b)(1) and (b)(6), respectively, of this Section 4.19 Section, Milbank, Tweed, Xxxxxx & XxXxxx LLP and acknowledges Xxxxxx Xxxxxx & Xxxxxxx LLP shall each additionally state that such opinion shall be nothing has come to their attention that would lead them to believe that (except for financial statements and schedules and other financial or statistical data included or incorporated by reference therein) and that part of the Registration Statement which constitutes the Trustee’s Statement of Eligibility and Qualification under the 1939 Act (Form T-1), as to which counsel need make no statement) (i) the Registration Statement, at the time it became effective (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C to be rendered part of the Registration Statement at the request and upon time of effectiveness)), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the instructions statements therein not misleading, (ii) the Pricing Disclosure Package, at the Applicable Time, included an untrue statement of such Persona material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, each in the light of whom has consulted with and has been advised by the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its counsel date or as of the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the consequences statements therein, in the light of such requestthe circumstances under which they were made, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesnot misleading.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, of (ai) Ronald W. FischerBakex Xxxtx, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLPX.L.P., special counsel to the Facility Lessee anx XxxxxxxxxLessee, substantially in the form of Exhibits D-1 and D-2, Conemaugh Participation Agreement 25 31 (cii) Davis Wright LeBoeuf, Lamb, Greexx & Tremaine LLPXacRxx, X.L.P., special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal Pennsylvania counsel to the Facility Lessee, substantially in the Owner Participxxx, the Owner Lessor and the Initial Purchasersform of Exhibit E, (eiii) Karen ScowcroftSkadden, Esq.Arps, in-house counsel to the Equity InvestorSlate, Meagxxx & Xlom (f) Xxxxx Xxxxxxxxne LLPXxlinois), special counsel to the Owner Participant and the Equity Investor, substantially in the form of Exhibit F, (iv) Willxxx X. Xxxxxxx, xxunsel to the Oxxxx XxxxxxEquity Investor, substantially in the form of Exhibit G, (xv) Bingham Dana LLPMorris, James, Hitchens & Willxxxx, X.L.P., counsel to the Trust Company and the Lessor Manager, substantially in the form of Exhibit H, (vi) White & Case, counsel to the Lease Indenture Company and the Inxxxxxxx XxxxteeLease Indenture Trustee, substantially in the form of Exhibit I, and (hvii) Bingham Dana LLPWhite & Case, counsel to the Pass Though Trustees Through Company and the Pass Xxxxxxx XxxxanyThrough Trustee, substantially in the form of Exhibit J, in each case addressed to such Person. In addition, Skadden, Arps, Slate, Meagxxx & Xlom (i) Ray Quinney & NebekerXxlinois), in-house special counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory shall have delivered its opinion to each Transaction PartyS&P concerning non-consolidation matters. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 4.1(r) and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their its opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agent shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxxxxxx & Wood LLP, Esq., in-house special counsel for the Placement Agent and Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Placement Agent and Purchaser in substantially the transfer form set forth on Exhibit B-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Xxxxxx Xxxxxxx Xxxxx & Priest Xxxxxxxxxxx LLP, counsel for the Offerors, or (ii) an Officers’ Certificate, from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser and the Placement Agent in substantially the form set forth on Exhibit B-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxx Xxxxxxxx & Wood LLP, special tax counsel for the Placement Agent and Purchaser and addressed to the Placement Agent and Purchaser in substantially the form set forth on Exhibit B-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Xxxxxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser, the Placement Agent and the Offerors, in substantially the form set forth on Exhibit B-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Xxxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser, (d) Xxxxxxd the Placement Agent and Hart LLPthe Offerors, Tribal counsel in substantially the form set forth on Exhibit B-5 attached hereto and incorporated herein by this reference. Each opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities and, if such transferee is a warehouse lender, the Owner Participxxxnext subsequent transferee that is not a warehouse lender (each, the Owner Lessor and the Initial Purchasersa “Subsequent Purchaser”), (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agent and the Purchaser shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxxxxxx & Wood LLP, Esq., in-house special counsel for the Placement Agent and the Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Placement Agent and Purchaser in substantially the transfer form set forth on Exhibit B-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Xxxxxxxxxxx Xxxxxx Xxxx & Priest Xxxx, P.C., counsel for the Offerors, or (ii) an opinion from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser and the Placement Agent in substantially the form set forth on Exhibit B-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., tax counsel for the Offerors and addressed to the Placement Agent and Purchaser in substantially the form set forth on Exhibit B-3 attached hereto and incorporated herein by this reference, (d) from Xxxxxx Xxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser, the Placement Agent and the Offerors, in substantially the form set forth on Exhibit B-4 attached hereto and incorporated herein by this reference, and (e) from Xxxxxx Xxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser, (d) Xxxxxxd the Placement Agent and Hart LLPthe Offerors, Tribal counsel in substantially the form set forth on Exhibit B-5 attached hereto and incorporated herein by this reference. Each certificate or opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities and, if such transferee is a warehouse entity, the Owner Participxxxnext subsequent transferee that is not a warehouse entity (each, the Owner Lessor and the Initial Purchasersa “Subsequent Purchaser”), (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx Limited (or another counsel reasonably acceptable to the Lead Arrangers), special Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Norton Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Norton Xxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight LLP (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of the relevant Transaction Lease Financing Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. FischerSASM&F, Esq.special New York counsel to SEMA, in-house SEI, XX Xxxxxx and SE Potomac River, substantially in the form of Exhibit X, (b) Piper, Marbury, Xxxxxxx & Xxxxx LLP, special Maryland counsel to SEMA, SEI and XX Xxxxxx substantially in the form of Exhibit Y, (c) Xxxxx Xxxxxxxxxx LLP, special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeOwner Participant, without limitationthe Equity Investor and the OP Guarantor, a favorable opinion with respect to the transfer by CCFC of its interest substantially in the Undivided Interest and the Ground Interest form of Exhibit Z, (d) Morris, James, Hitchens & Xxxxxxxx LLP, counsel to the Owner Lessor), the Owner Participant, the Trust Company, and the Owner Manager, substantially in the form of Exhibit AA, (be) Thelen Reid & Priest Xxxxxxx Xxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxLease Indenture Trustee, the Lease Indenture Company, the Pass Through Trustee and the Pass Through Company, substantially in the form of Exhibit BB, (cf) Davis Wright Alexander & Tremaine Xxxxxxx, special Maryland regulatory counsel to SEI, SEMA and XX Xxxxxx, substantially in the form of Exhibit CC, (g) Xxxxxxxx, Xxxxxxx LLP, special counsel to SEMA, SEI, XX Xxxxxx and SE Potomac River and special federal regulatory counsel to SEMA, SEI, XX Xxxxxx and SE Potomac River substantially in the Facixxxx Xxxxxxform of Exhibit DD, and (di) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company Investor and the Inxxxxxxx XxxxteeOP Guarantor, (h) Bingham Dana LLP, counsel to substantially in the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Partyof Exhibit EE. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 4.11 and acknowledges that such opinion shall be ------------ deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions(i) An opinion, dated the Closing Date, of (a) Ronald W. FischerCruzat, Esq.Ortuzar and Mackenna, in-house Chilean counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeTransaction Parties, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each the Senior Lenders (and the Borrower hereby instructs such Person expressly consents counsel to deliver such opinion to the rendering by its Senior Lenders); (ii) An opinion, dated the Closing Date, of Winthrop, Stimson, Xxxxxx and Xxxxxxx, special New York counsel of to the opinion referred Transaction Parties, in form and substance satisfactory to in this Section 4.19 the Senior Lenders (and acknowledges that the Borrower hereby instructs such counsel to deliver such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences Senior Lenders); (iii) An opinion, dated the Closing Date, of such requestXxxxxx, instructions Westwood & Riegels, British Virgin Islands counsel to BVI Holdco and consent. FurthermoreSR (BV) Holdings, each in form and substance satisfactory to the Senior Lenders (and the Borrower hereby instructs such counsel shall, to deliver such opinion to the extent requestedSenior Lenders); (iv) An opinion, permit dated the Rating Agencies Closing Date, of Xxxxxxxxx Xxxxxx, Canadian counsel to SRT, in form and substance satisfactory to the Senior Lenders (and the Initial Purchasers Borrower hereby instructs such counsel to rely on their opinion as if deliver such opinion were addressed to such partiesthe Senior Lenders); (v) An opinion, dated the Closing Date, of Xxxxx y Cia Ltda., Chilean counsel to the Senior Lenders, in form and substance satisfactory to the Senior Lenders; (vi) An opinion, dated the Closing Date, of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Senior Lenders, in form and substance satisfactory to the Senior Lenders; and (vii) An opinion, dated the Closing Date, of O'Xxxx Xxxxxxx X'Xxxx Xxxxx Xxxxxxxx & Xxxxxx, special British Virgin Islands counsel to the Senior Lenders, in form and substance satisfactory to the Senior Lenders. Common Agreement

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Administrative Agent shall have received an opinion or opinionsfrom Sxxxxx & Kxxxxx LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York and Mxxxxxxx Islands counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Borrower and its Subsidiaries, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Administrative Agent and each of its interest in the Undivided Interest Lenders and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to Borrowing Date covering the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, matters set forth in Exhibit C-1 which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents acceptable to the rendering by its counsel Lead Arrangers and (y) cover the perfection of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed security interests (other than those to be rendered at covered by opinions delivered pursuant to clauses (b) through (c) below) granted pursuant to the request Security Documents and upon such other matters incidental to the instructions of such Persontransactions contemplated herein as the Lead Arrangers may reasonably request. (b) On the Initial Borrowing Date, the Administrative Agent shall have received from Cxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Borrower and its Subsidiaries, an opinion addressed to the Administrative Agent and each of whom has consulted with the Lenders and has been advised by its counsel as dated the Initial Borrowing Date covering the matters set forth in Exhibit C-2 which shall (x) be in form and substance reasonably acceptable to the consequences Lead Arrangers and (y) cover the perfection of such request, instructions and consent. Furthermore, each such counsel shall, the security interests granted pursuant to the extent requested, permit Vessel Mortgages and such other matters incidental thereto as the Rating Agencies and Lead Arrangers may reasonably request. (c) On the Initial Purchasers Borrowing Date, the Administrative Agent shall have received from Jxxxxxx Sxxxxx & Master, special Hong Kong counsel to rely on their the Administrative Agent, an opinion as if such opinion were addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit C-3, which shall (x) be in form and substance reasonably acceptable to the Lead Arrangers and (y) cover the perfection of the security interests granted pursuant to the relevant Vessel Mortgage(s) and such partiesother matters incidental thereto as the Lead Arrangers may reasonably request.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Purchaser shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Thacher Proffitt & Wood LLP, Esq., in-house special counsel for the Purchasxx xxx xxxxxxxed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Purchaser in substantially the transfer form set forth on Exhibit A-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid an opinion from McAndrews, Allen & Priest Matson, counsel for the Sellers, addressed to txx Xxxxxxxxx xx subxxxxxxally the form set forth on Exhibit A-2 attached hereto and incorporated herein by this reference, (c) from Thacher Proffitt & Wood LLP, special tax counsel for the Purchasxx xxx xxxxxxxxx to the Purchaser in substantially the form set forth on Exhibit A-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Williams LLP, special Delaware counsel to the Trust and addressxx xx xxe Purchaser and the Sellers, in substantially the form set forth on Exhibit A-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Williams LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Prxxxxxx Xrustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser and the Sellers, (d) Xxxxxxd in substantially the form set forth on Exhibit A-5 attached hereto and Hart LLP, Tribal counsel incorporated herein by this reference. Each certificate or opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities, and, if such transferee is a warehouse entity, the Owner Participxxxnext subsequent transferee that is not a warehouse entity (each, the Owner Lessor and the Initial Purchasers, (ea "Subsequent Purchaser") Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Pxxx, Wxxxx, Rifkind, Wxxxxxx & Gxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Cxx Hxxxxxx Wxxxxxxxx Limited (or another counsel reasonably acceptable to the Lead Arrangers), special Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Nxxxxx Rxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Nxxxxx Rxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight LLP (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to the Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Partythe Lead Arrangers, substantially in the form set forth in Exhibit 5 of Schedule 5.10. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.​

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to the Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. ​ (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of the relevant Transaction Parties The Administrative Agent shall have received an opinion or the following legal opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeSenior Secured Parties, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to, and from counsel reasonably satisfactory to, each Lender (with sufficient copies thereof for each addressee): (i) the opinion of Xxxxxx & Xxxxxxx LLP, New York counsel to the Borrowers and ASA Biofuels; (ii) the opinion of Xxxxxx & Whitney LLP, Delaware counsel to the Borrowers and ASA Biofuels; (iii) the opinion of Fraser Stryker, Nebraska counsel to Albion; (iv) the opinion of Squire, Xxxxxxx & Xxxxxxx LLP, Ohio counsel to Bloomingburg; (v) the opinion of Bose, XxXxxxxx & Xxxxx LLP, Indiana counsel to Linden; (vi) the opinion of Xxxxxx & Whitney LLP, Minnesota counsel to the Borrowers; (vii) the opinion of Xxxxxxx & Xxxx XX, Kansas counsel to the Borrowers; (viii) the opinion of Venable LLC, Maryland counsel to the Borrowers; (ix) the opinion of Xxxxxx Xxxxx XXX, New York and Delaware counsel to American Capital Strategies, Ltd.; (x) the opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, New York and Delaware counsel to USRG; (xi) the opinion of Xxxxxxx Street and Deinard, Professional Association, Minnesota counsel to Xxxxx; (xii) the opinion of Faegre & Xxxxxx LLP, Minnesota and New York counsel to Cargill and Cargill Commodity Services Inc.; (xiii) the opinion of in-house counsel to Cargill and Cargill Commodity Services Inc.; (xiv) the opinion of Fleeson, Gooing, Xxxxxxx & Kitch, L.L.C., Kansas counsel to UBEM; (xv) the opinion of Fleeson, Gooing, Xxxxxxx & Xxxxx, L.L.C., Kansas counsel to ICM; (xvi) the opinion of Xxxxx & Xxx Xxxxx PLLC, New York and Delaware Counsel to Laminar; (xvii) the opinion of Nebraska counsel to Cornhusker Public Power District; (xviii) the opinion of Ohio counsel to Dayton Power and Light Company; (xix) the opinion of Indiana counsel to Tipmont REMC; (xx) the opinion of Ohio counsel to Vectren Energy Delivery of Ohio; (xxi) the opinion of Indiana counsel to Vectren Energy Delivery Company of Indiana; (xxii) the opinion of Kansas and Nebraska counsel to Xxxxxx Xxxxxx Inc.; and (xxiii) the opinion of counsel to each Transaction other Project Party in the jurisdiction of such Project Party. Each such Person expressly consents to ’s formation and in the rendering by its counsel jurisdiction whose law governs each Project Document in effect as of the opinion referred date of the initial Borrowing Notice to in this Section 4.19 and acknowledges that which such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesProject Party is a party.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Purchaser shall ------------------- have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxxxxxx & Wood LLP, Esq., in-house special counsel for the Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Purchaser in substantially the transfer form set forth on Exhibit A-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Cranmore, XxxxXxxxxx & Priest Xxxxxx, counsel for the Sellers, or (ii) an opinion from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers' Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser in substantially the form set forth on Exhibit A-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxx Xxxxxxxx & Wood LLP, special tax counsel for the Purchaser and addressed to the Purchaser in substantially the form set forth on Exhibit A-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Xxxxxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser and the Sellers, in substantially the form set forth on Exhibit A-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Xxxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser and the Sellers, (d) Xxxxxxd in substantially the form set forth on Exhibit A-5 attached hereto and Hart LLP, Tribal counsel incorporated herein by this reference. Each certificate or opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities, and, if such transferee is a warehouse entity, the Owner Participxxxnext subsequent transferee that is not a warehouse entity (each, the Owner Lessor and the Initial Purchasers, (ea "Subsequent Purchaser") Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each (i) An opinion addressed to the Administrative Agent and each of the Lenders and dated the date of the delivery of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel Additional Vessel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion relevant Credit Party which shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (ii) through (iii) below) granted pursuant to the Security Documents relating to the relevant Additional Vessel and such other matters incidental to the transactions contemplated herein as the Administrative Agent may reasonably request, from Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, special New York counsel to the Borrower and the Additional Subsidiary Guarantors; (ii) An opinion addressed to the Administrative Agent and each of the Lenders and dated the date of the delivery of the relevant Additional Vessel to the relevant Credit Party which shall be in form and substance reasonably acceptable to the Administrative Agent and cover such matters as the Administrative Agent may reasonably request, from Rxxxxx & Sxxxxxx P.C., special Mxxxxxxx Islands counsel to the Borrower and the Additional Subsidiary Guarantors (or such other counsel reasonably satisfactory to each Transaction Party. Each such Person expressly consents the Administrative Agent); and (iii) An opinion addressed to the rendering by its counsel Administrative Agent and each of the opinion referred to Lenders, which shall (x) be in this Section 4.19 form and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as substance reasonably acceptable to the consequences Administrative Agent and (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgage relating to the relevant Additional Vessel and such other matters incident thereto as the Administrative Agent may reasonably request, instructions and consent. Furthermorefrom (1) Rxxxxx & Sxxxxxx P.C., each such special Mxxxxxxx Islands counsel shall, to the extent requested, permit the Rating Agencies Borrower and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.Additional Subsidiary Guarantors, (2)

Opinions of Counsel. Each (i) On each Borrowing Date of a Vessel Acquisition Loan (each a “Vessel Acquisition Borrowing Date”), the relevant Transaction Parties Administrative Agent shall have received an opinion or opinionsfrom Kramer Levin Naftalis & Frankel LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York counsel to the Facility Lessee Borrower anx Xxxxxxxxx (xxxxh opinion shall includexxx Xxxxxxxxxxxx, without limitation, a favorable opinion with respect xn oxxxxxx addressed to the transfer by CCFC Administrative Agent and each of its interest in the Undivided Interest Lenders and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, dated such Borrowing Date which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably acceptable to the Mandated Lead Arranger and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (ii) through (iii) below) granted pursuant to the Security Documents and such other matters incidental to the transactions contemplated herein as the Mandated Lead Arranger may reasonably request; (ii) On each Vessel Acquisition Borrowing Date, the Administrative Agent shall have received from Reeder & Simpson P.C., special Marshall Islands counsel to the Borrower and its Xxxxxxiarxxx (xx such other couxxxx xxxsonably satisfactory to each Transaction Party. Each such Person expressly consents the Administrative Agent), an opinion addressed to the rendering by its counsel Administrative Agent and each of the opinion referred Lenders and dated such Borrowing Date which shall (x) be in form and substance reasonably acceptable to in this Section 4.19 the Mandated Lead Arranger and acknowledges that (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgages and such opinion other matters incidental thereto as the Mandated Lead Arranger may reasonably request; and (iii) On each Vessel Acquisition Borrowing Date, the Administrative Agent shall be deemed have received from (1) if the relevant Additional Vessel is to be rendered at the request and upon the instructions of such Personregistered under Hong Kong flag, each of whom has consulted with and has been advised by its Johnson Stokes & Master, special Hong Kong counsel as to the consequences of such requestAdministrative Agent, instructions and consent. Furthermore(0) xx txx xxxevant Additional Vessel is to be registered under the Marshall Islands flag, each such Reeder & Simpson P.C., special Marshall Islands counsel shalltx xxx Xxrrower, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.(3)

Opinions of Counsel. Each (i) On each Borrowing Date of a Vessel Acquisition Loan (each a "Vessel Acquisition Borrowing Date"), the relevant Transaction Parties Administrative Agent shall have received an opinion or opinionsfrom Sxxxxx & Kxxxxx LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York and Mxxxxxxx Islands counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Borrower and its Subsidiaries, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Administrative Agent and each of its interest the Lenders and dated such Borrowing Date which shall (x) be in the Undivided Interest form and the Ground Interest substance reasonably acceptable to the Owner LessorLead Arrangers and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (ii) through (iii) below) granted pursuant to the Security Documents and such other matters incidental to the transactions contemplated herein as the Lead Arrangers may reasonably request; (ii) On each Vessel Acquisition Borrowing Date, the Administrative Agent shall have received from Cxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Borrower and its Subsidiaries (or such other counsel reasonably satisfactory to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated such Borrowing Date which shall (bx) Thelen Reid be in form and substance reasonably acceptable to the Lead Arrangers and (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgages and such other matters incidental thereto as the Lead Arrangers may reasonably request; and (iii) On each Vessel Acquisition Borrowing Date, the Administrative Agent shall have received from (i) if the relevant Additional Vessel is to be registered under Hong Kong flag, Jxxxxxx Sxxxxx & Priest Master, special Hong Kong counsel to the Administrative Agent, (ii) if the relevant Additional Vessel is to be registered under the Mxxxxxxx Islands flag, Sxxxxx & Kxxxxx LLP, special Mxxxxxxx Islands counsel to the Borrower, or (iii) if the relevant Additional Vessel is to be registered in an Acceptable Flag Jurisdiction other than Hong Kong or the Mxxxxxxx Islands, special counsel to the Facility Lessee anx XxxxxxxxxAdministrative Agent of such Acceptable Flag Jurisdiction, (c) Davis Wright & Tremaine LLP, special regulatory counsel which shall be reasonably acceptable to the Facixxxx XxxxxxAdministrative Agent, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility LesseeAdministrative Agent and each of the Lenders and dated such Borrowing Date, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents acceptable to the rendering by its counsel Administrative Agent and (y) cover the perfection of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as security interests granted pursuant to the consequences of Vessel Mortgage(s) and such other matters incident thereto as the Administrative Agent may reasonably request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of On the relevant Transaction Parties Initial Borrowing Date, the ------------------- Administrative Agent shall have received an opinion or opinions, addressed to each Agent, the Collateral Agent and each of the Banks and dated the Closing Initial Borrowing Date, of from (ai) Ronald W. FischerXxxxx Xxxxxxxxxx LLP, Esq., in-house special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Credit Parties, which opinion shall include, without limitation, a favorable opinion with respect cover the matters contained in Exhibit E-1 and such other matters incident to the transfer by CCFC of its interest in transactions contemplated herein as the Undivided Interest Agents and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd Required Banks may reasonably request and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents the Agents and the Required Banks, (ii) Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, special Tennessee counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit E-2 and such other matters incident to the transactions contemplated herein as the Agents and the Required Banks may reasonably request and be in form and substance reasonably satisfactory to the Agents and the Required Banks, (iii) counsel rendering by its counsel such opinions, reliance letters addressed to each Agent and each of the opinion referred Banks and dated the Initial Borrowing Date with respect to all legal opinions delivered in this Section 4.19 connection with the Transaction, which opinions shall cover such matters as the Agents may reasonably request and acknowledges that such opinion be in form and substance reasonably satisfactory to the Agents and (iv) local counsel to the Credit Parties and/or the Agents reasonably satisfactory to the Agents, which opinions (x) shall be deemed addressed to each Agent, the Collateral Agent and each of the Banks and be rendered at dated the Initial Borrowing Date, (y) shall cover the perfection of the security interests granted pursuant to the Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and upon the instructions of such Person, each of whom has consulted with (z) shall be in form and has been advised by its counsel as substance reasonably satisfactory to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesAgents.

Opinions of Counsel. Each of On the relevant Transaction Parties Initial Borrowing Date, the ------------------- Administrative Agent shall have received an opinion or opinions, addressed to each Agent, the Collateral Agent and each of the Lenders and dated the Closing Initial Borrowing Date, of from (ai) Ronald W. FischerX'Xxxxxxxx Graev & Karabell, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, which opinion shall cover the matters contained in Exhibit E-1 and such other matters incident to the transactions contemplated herein as the Agents may reasonably request (including reliance on opinions rendered by such special counsel to Shell pursuant to the Master Sale Agreements), (cii) Davis Wright & Tremaine Xxxxxxxx Chance LLP, special regulatory Netherlands counsel to the Facixxxx XxxxxxCredit Parties, which opinion shall cover the matters contained in Exhibit E-2 and such other matters incident to the transactions contemplated herein as the Agents may reasonably request, (diii) Xxxxxxd and Hart LLP, Tribal local counsel to the Facility LesseeCredit Parties and/or the Agents in each of Illinois, the Owner ParticipxxxFlorida, the Owner Lessor Louisiana and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersTexas, in each case reasonably satisfactory to the Agents, which opinions (x) shall be addressed to each Agent, the Collateral Agent and each of the Lenders and be dated the Initial Borrowing Date, (y) shall cover the perfection of the security interests granted pursuant to the Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents the Agents, and (iv) from foreign counsel to the rendering by its counsel Credit Parties and/or the Agents in each of The Netherlands, England, Germany, Spain and Belgium, in each case satisfactory to the Agents, which opinions (x) shall be addressed to each Agent, the Collateral Agent and each of the opinion referred Lenders and be dated the Initial Borrowing Date, (y) shall cover such matters incident to in this Section 4.19 the transactions contemplated herein as the Agents may reasonably request and acknowledges that such opinion (z) shall be deemed to be rendered at the request in form and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as substance reasonably satisfactory to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesAgents.

Opinions of Counsel. Each of On the relevant Transaction Parties Initial Borrowing Date, the ------------------- Administrative Agent shall have received an opinion or opinions, addressed to each Agent, the Collateral Agent and each of the Banks and dated the Closing Initial Borrowing Date, of from (ai) Ronald W. FischerXxxxxx, Esq.Xxxxx & Xxxxxxx, in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, (c) Davis Wright & Tremaine LLP, special regulatory counsel which opinion shall cover the matters contained in Exhibit E-1 and such other matters incident to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to transactions contemplated herein as the Facility Lessee, the Owner Participxxx, the Owner Lessor Agents and the Initial PurchasersRequired Banks may reasonably request (including, (e) Karen Scowcroftwithout limitation, Esq.an unqualified opinion as to compliance by the Borrower with the requirements of the Investment Company Act of 1940, in-house counsel to the Equity Investoras amended), (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents the Agents and the Required Banks, (ii) X'Xxxxxxxx Graev & Karabell LLP, special counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit E-2 and such other matters incident to the transactions contemplated herein as the Agents and the Required Banks may reasonably request, and be in form and substance reasonably satisfactory to the Agents and the Required Banks, (iii) counsel rendering by its counsel such opinions, reliance letters addressed to each Agent and each of the opinion referred Banks and dated the Initial Borrowing Date with respect to all legal opinions delivered in this Section 4.19 connection with the Transaction, which opinions shall cover such matters as the Agents may reasonably request and acknowledges that such opinion be in form and substance reasonably satisfactory to the Agents and (iv) local counsel to the Credit Parties and/or the Agents reasonably satisfactory to the Agents, which opinions (x) shall be deemed addressed to each Agent, the Collateral Agent and each of the Banks and be rendered at dated the Initial Borrowing Date, (y) shall cover the perfection of the security interests granted pursuant to the Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and upon the instructions of such Person, each of whom has consulted with (z) shall be in form and has been advised by its counsel as substance reasonably satisfactory to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesAgents.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Purchaser shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxx & Xxxxxxxxx LLP, Esq., in-house special counsel for the Company and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Purchaser in substantially the transfer form set forth on Exhibit A-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an Officers’ Certificate, from the General Counsel or Chief Legal Officer of the Company, or (ii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser in substantially the form set forth on Exhibit A-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxx Xxxx & Priest Xxxxxxxxx LLP, special tax counsel for the Trust and addressed to the Purchaser in substantially the form set forth on Exhibit A-3 attached hereto and incorporated herein by this reference, (d) from Xxxxxx Xxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser and the Offerors, in substantially the form set forth on Exhibit A-4 attached hereto and incorporated herein by this reference, and (e) from Xxxxxx Xxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLP, special regulatory counsel the Property Trustee and the Delaware Trustee and addressed to the Facixxxx XxxxxxPurchaser and the Offerors, (d) Xxxxxxd in substantially the form set forth on Exhibit A-5 attached hereto and Hart LLP, Tribal counsel incorporated herein by this reference. Each opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities, and, if such transferee is a warehouse lender, the Owner Participxxxnext subsequent transferee that is not a warehouse lender (each, the Owner Lessor and the Initial Purchasersa “Subsequent Purchaser”), (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Administrative Agent shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid from Xxxxxx Xxxxx Xxxxxxxx & Priest Xxxxxxx LLP, special New York counsel to the Facility Lessee anx XxxxxxxxxHoldings and its Subsidiaries, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx Xxxxxx, (d) Xxxxxxd Administrative Agent and Hart LLP, Tribal counsel to each of the Facility Lessee, the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to Borrowing Date covering the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, matters set forth in Exhibit C-1 which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents acceptable to the rendering by its counsel Administrative Agent and (y) cover the perfection of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed security interests (other than those to be rendered at covered by opinions delivered pursuant to clauses (b) through (c) below) granted pursuant to the request Security Documents and upon such other matters incidental to the instructions of such Persontransactions contemplated herein as the Administrative Agent may reasonably request. (b) On the Initial Borrowing Date, the Administrative Agent shall have received from Xxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to Holdings and its Subsidiaries, an opinion addressed to the Administrative Agent and each of whom has consulted with the Lenders and has been advised by its counsel as dated the Initial Borrowing Date covering the matters set forth in Exhibit C-2 which shall (x) be in form and substance reasonably acceptable to the consequences Administrative Agent and (y) cover the perfection of such request, instructions and consent. Furthermore, each such counsel shall, the security interests granted pursuant to the extent requested, permit Vessel Mortgages and such other matters incidental thereto as the Rating Agencies and Administrative Agent may reasonably request. (c) On the Initial Purchasers Borrowing Date, the Administrative Agent shall have received from Xxxxxxx Xxxxxx & Master, special Hong Kong and Xxxxxxxx Islands counsel to rely on their the Administrative Agent, an opinion as if such opinion were addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit C-3, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests granted pursuant to the relevant Vessel Mortgage(s) and such partiesother matters incidental thereto as the Administrative Agent may reasonably request.

Opinions of Counsel. Each of (i) the relevant Transaction Parties Administrative Agent shall have received an opinion or opinionsfrom Kramer Levin Naftalis & Frankel LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York counsel to the Facility Lessee Borrower anx Xxxxxxxxx (xxxxh opinion shall includexxx Xxxxxxxxxxxx, without limitation, a favorable opinion with respect xn oxxxxxx addressed to the transfer by CCFC Administrative Agent and each of its interest in the Undivided Interest Lenders and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, dated such Collateral Delivery Date which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably acceptable to the Mandated Lead Arranger and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (ii) through (iii) below) granted pursuant to the Security Documents and such other matters incidental to the transactions contemplated herein as the Mandated Lead Arranger may reasonably request; (ii) the Administrative Agent shall have received from Reeder & Simpson P.C., special Marshall Islands counsel to the Borrower and its Xxxxxxiarxxx (xx such other couxxxx xxxsonably satisfactory to each Transaction Party. Each such Person expressly consents the Administrative Agent), an opinion addressed to the rendering by its counsel Administrative Agent and each of the opinion referred Lenders and dated such Collateral Delivery Date which shall (x) be in form and substance reasonably acceptable to in this Section 4.19 the Mandated Lead Arranger and acknowledges that (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgages and such opinion other matters incidental thereto as the Mandated Lead Arranger may reasonably request; and (iii) the Administrative Agent shall be deemed have received from (1) if the relevant Existing Vessel is to be rendered at the request and upon the instructions of such Personregistered under Hong Kong flag, each of whom has consulted with and has been advised by its Johnson Stokes & Master, special Hong Kong counsel as to the consequences of such requestAdministrative Agent, instructions and consent. Furthermore(0) xx txx xxxevant Existing Vessel is to be registered under the Marshall Islands flag, each such Reeder & Simpson P.C., special Marshall Islands counsel shalltx xxx Xxrrower, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.(3)

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Pxxx, Wxxxx, Rifkind, Wxxxxxx & Gxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Cxx Hxxxxxx Wxxxxxxxx (or another counsel reasonably acceptable to the Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Nxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Nxxxxx Xxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Agent shall have received an opinion or opinionsreceived: (i) favorable written opinions (including, without limitation, as to true sale and nonconsolidation matters) of Winston & Strawn, counsel to the Borrower, the Manager and Trxxxxx, addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of each of Exhibits D-1, D-4 and D-5 hereto and covering such xxxxxxxxxx xxxxxxx incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (aii) Ronald W. Fischer, Esq.a favorable written opinion of Theis Rice, in-house counsel to each of the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeBorrowex, without limitationxxe Manager and Trinity, a favorable opinion with respect addressed to the transfer by CCFC of its interest Agent and each Lender, dated the Closing Date, substantially in the Undivided Interest form of Exhibit D-2 hereto and the Ground Interest covering such additional matters incident to the Owner Lessor)transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (iii) from special Delaware trust counsel to the Borrower and Wilmington Trust Company, as Delaware trustee for the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-3 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (biv) Thelen Reid & Priest LLPfrom special STB counsel to the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-6 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (v) from special Canadian counsel to the Agent, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-7 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; and (vi) from special counsel to the Facility Lessee anx XxxxxxxxxMarks Company, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx XxxxxxAgent and each Lender, (d) Xxxxxxd dated the Closing Date, substantially in the form of Exhibit D-8 hereto and Hart LLP, Tribal counsel covering such additional matters incident to the Facility Lessee, transactions contemplated hereby as the Owner Participxxx, Agent or the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, EsqRequired Lenders may reasonably request., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of (i) On the relevant Transaction Parties SPTL Initial Borrowing Date, the Administrative Agent shall have received an opinion or opinionsfrom Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Borrower and its Subsidiaries, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Administrative Agent and each of its interest the Lenders and dated the SPTL Initial Borrowing Date covering the matters set forth in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, Exhibit D-7 which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to the Administrative Agent and each Transaction Party. Each such Person expressly consents of the Joint Lead Arrangers and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to 5.01(c), clause (ii) below and 5.03(b) below) granted pursuant to the rendering by its counsel Security Documents and such other matters incident to the transactions contemplated herein as the Administrative Agent or either of the Joint Lead Arrangers may reasonably request. (ii) On the SPTL Initial Borrowing Date, the Administrative Agent shall have received from Fenech & Fenech, special Maltese counsel to the Borrower and its Subsidiaries, an opinion referred addressed to in this Section 4.19 the Administrative Agent and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with the Lenders and has been advised by its counsel as dated the SPTL Initial Borrowing Date covering the matters set forth in Exhibit D-3 which shall (x) be in form and substance reasonably satisfactory to the consequences Administrative Agent and each of the Joint Lead Arrangers and (y) cover such matters as the Administrative Agent or either of the Joint Lead Arrangers may reasonably request. (iii) On the SPTL Initial Borrowing Date, instructions and consent. Furthermorethe Administrative Agent shall have received from Xxxxxx X. Xxxxxxx, each such Esq., special Liberian counsel shall, to the extent requestedBorrower and its Subsidiaries, permit the Rating Agencies and the Initial Purchasers to rely on their an opinion as if such opinion were addressed to the Administrative Agent and each of the Lenders and dated the SPTL Initial Borrowing Date covering the matters set forth in Exhibit D-4 which shall (x) be in form and substance reasonably satisfactory to the Administrative Agent and each of the Joint Lead Arrangers and (y) cover the perfection of the security interests granted pursuant to the Second Priority Existing Vessel Mortgages and such partiesother matters as the Administrative Agent or either of the Joint Lead Arrangers may reasonably request. (iv) On the SPTL Initial Borrowing Date, the Administrative Agent shall have received from Xxxxxx X. Xxxxxx, Esq., special Xxxxxxxx Islands counsel to the Borrower and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the SPTL Initial Borrowing Date covering the matters set forth in Exhibit D-5 which shall (x) be in form and substance reasonably satisfactory to the Administrative Agent and each of the Joint Lead Arrangers and (y) cover the perfection of the security interests granted pursuant to the Second Priority Existing Vessel Mortgages and such other matters as the Administrative Agent or either of the Joint Lead Arrangers may reasonably request. (v) On the SPTL Initial Borrowing Date, the Administrative Agent shall have received from Roussos & Hatzidimitriou, special Hellenic Republic counsel to the Borrower and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the SPTL Initial Borrowing Date covering the matters set forth in Exhibit D-6 which shall (x) be in form and substance reasonably satisfactory to the Administrative Agent and each of the Joint Lead Arrangers and (y) cover the perfection of the security interests granted pursuant to the Second Priority Existing Vessel Mortgages and such other matters as the Administrative Agent or either of the Joint Lead Arrangers may reasonably request.

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Agent shall have received an opinion or opinionsreceived: (i) favorable written opinions (including, without limitation, as to true sale and nonconsolidation matters) of Winston & Xxxxxx, counsel to the Borrower, the Manager and Trinity, addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of each of Xxxxxxxx X-0, X-0 and D-5 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (aii) Ronald W. Fischer, Esq., in-a favorable written opinion of in house counsel to each of the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeBorrower, without limitationthe Manager and Trinity, a favorable opinion with respect addressed to the transfer by CCFC of its interest Agent and each Lender, dated the Closing Date, substantially in the Undivided Interest form of Exhibit D-2 hereto and the Ground Interest covering such additional matters incident to the Owner Lessor)transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (iii) from special Delaware trust counsel to the Borrower and Wilmington Trust Company, as Delaware trustee for the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-3 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (biv) Thelen Reid & Priest LLPfrom special STB counsel to the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-6 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (v) from special Canadian counsel to the Agent, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-7 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; and (vi) from special counsel to the Facility Lessee anx XxxxxxxxxMarks Company, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx XxxxxxAgent and each Lender, (d) Xxxxxxd dated the Closing Date, substantially in the form of Exhibit D-8 hereto and Hart LLP, Tribal counsel covering such additional matters incident to the Facility Lessee, transactions contemplated hereby as the Owner Participxxx, Agent or the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, EsqRequired Lenders may reasonably request., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Purchaser shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxxxxxx & Wood LLP, Esq., in-house special counsel for the Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Purchaser in substantially the transfer form set forth on Exhibit A-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Xxxxxxxxx Xxxxxxx, LLP, counsel for the Sellers, or (ii) an opinion from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser in substantially the form set forth on Exhibit A-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxx Xxxxxxxx & Priest Wood LLP, special tax counsel for the Purchaser and addressed to the Purchaser in substantially the form set forth on Exhibit A-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Xxxxxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser and the Sellers, in substantially the form set forth on Exhibit A-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Xxxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser and the Sellers, (d) Xxxxxxd in substantially the form set forth on Exhibit A-5 attached hereto and Hart LLP, Tribal counsel incorporated herein by this reference. Each certificate or opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities, and, if such transferee is a warehouse entity, the Owner Participxxxnext subsequent transferee that is not a warehouse entity (each, the Owner Lessor and the Initial Purchasers, (ea “Subsequent Purchaser”) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Underwriters, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to the issuance and sale of the relevant Transaction Parties Certificates, [the Bonds], the Certificate Indenture, [the Bond Indentures,] the other Issuing Entity, Bond Issuers and Sponsor Documents, the Registration Statement and other related matters; and such counsel shall have received an opinion or such papers and information as they may reasonably request to enable them to pass upon such matters. (ii) Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., special Delaware counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding the filing of a voluntary bankruptcy petition. (iii) Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., special Delaware counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain Delaware Uniform Commercial Code matters with respect to the Issuing Entity and the Bond Issuers. (iv) Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding the 1940 Act, Trust Indenture Act and perfection by control for deposit accounts and securities accounts under New York law and effectiveness of the Registration Statement and fair summary matters under Federal law. (v) Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their letter, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding negative assurances. (vi) Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to federal “substantive consolidation” matters. (vii) Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain limited liability company matters under Delaware law related to the Bond Issuers, the LLC Agreements and the LLC Act. (viii) Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain federal tax matters. (ix) Xxxxxx, Xxxxxx & Xxxxxxxx LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to the characterization of the transfer of the Phase-in-Recovery Property by each Sponsor to the applicable Bond Issuer as a “true sale” for Ohio law purposes. (x) Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel in form and substance reasonably acceptable to the Facility Lessee anx Xxxxxxxxx Underwriters, regarding certain federal constitutional matters. (xxxxh opinion xi) Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., counsel for the Certificate Trustee, shall includehave furnished to the Representatives their written opinions, without limitationdated the Closing Date, a favorable opinion in form and substance reasonably acceptable to the Underwriters, regarding certain matters relating to the Certificate Trustee and the Certificate Indenture. (xii) Xxxxxx, Xxxxxx & Xxxxxxxx LLP, counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain Ohio constitutional matters and the Statute. (xiii) Xxxxxx, Xxxxxx & Xxxxxxxx LLP, counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to the transfer by CCFC treatment of its interest in retail electric provider payments as PIR Charges. (xiv) Xxxxxx, Xxxxxx & Xxxxxxxx LLP, counsel for the Undivided Interest Issuing Entity, the Bond Issuers and the Ground Interest Sponsors, shall have furnished to the Owner Lessor)Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding enforceability and certain Ohio perfection and priority issues. (bxv) Thelen Reid Xxxx Xxxx Xxxxxxx Xxxxx & Priest Xxxx LLP, special counsel for the Bond Issuers and the Sponsors, shall have furnished to the Facility Lessee anx XxxxxxxxxRepresentatives their written opinion, (c) Davis Wright & Tremaine LLPdated the Closing Date, special regulatory counsel in form and substance reasonably acceptable to the Facixxxx Underwriters, with respect to federal “true sale” matters. (xvi) Xxxxxxxx, Xxxxxx & Xxxxxx, (d) Xxxxxxd P.A., counsel for the Issuing Entity, the Bond Issuers and Hart LLPthe Sponsors, Tribal counsel shall have furnished to the Facility LesseeRepresentatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain statutory trust matters under Delaware law related to the Issuing Entity, the Owner ParticipxxxCertificates and certain of the Basic Documents. (xvii) Xxxxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Xxxxxx & Xxxxxxxx LLP, counsel to the Owner Participant Bond Issuers and the Sponsors, shall have furnished to the Oxxxx Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain Ohio tax matters. (xviii) Xxxxxx, (x) Bingham Dana Xxxxxx & Xxxxxxxx LLP, counsel to the Lease Indenture Company Bond Issuers and the Inxxxxxxx XxxxteeSponsors, (h) Bingham Dana LLP, counsel shall have furnished to the Pass Though Trustees and Representatives their written opinion, dated the Pass Xxxxxxx XxxxanyClosing Date, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents acceptable to the rendering by its counsel of Underwriters, regarding the opinion referred to in this Section 4.19 Bonds, the Bond Indenture and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiescertain additional corporate matters.

Opinions of Counsel. Each of the relevant Transaction Parties (a) Such Purchaser shall have received an opinion or opinionseach of the following, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to such Purchaser and, in each Transaction Party. Each case, in agreed form and to be issued within one (1) Business Day following the Closing Date: (i) a legal opinion from Poles, Tublin, Stratakis & Xxxxxxxx LLP, Liberian special counsel, (ii) a legal opinion from Xxxxxx Xxxxxx, Bahamas special counsel, (iii) a legal opinion from Poles, Tublin, Stratakis & Xxxxxxxx LLP, Xxxxxxxx Islands special counsel, (iv) a legal opinion from Ganado, Malta special counsel, (v) a legal opinion from Xxxxx B. & Associates, Panama special counsel and (vi) a legal opinion from NautaDutilh N.V., Netherlands special counsel (and the Company hereby instructs its counsel to deliver such Person expressly consents opinions to the rendering by its counsel Purchasers and to the Sole Structuring Agent (on a reliance basis)). (b) Such Purchaser shall have received each of the following, in form and substance satisfactory to such Purchaser, dated the date of the Closing: (i) a legal opinion referred from Xxxxxx & Xxxxxx, New York special counsel for the Obligors with respect to in enforceability of this Section 4.19 Agreement and acknowledges that the Notes under New York law and such opinion shall be deemed to be rendered at other matters as reasonably requested by the request and upon the instructions of such PersonPurchasers, each of whom has consulted with and has been advised by its counsel including as to the consequences absence of a requirement to register the Notes under the Securities Act, (ii) a legal opinion from Norton Xxxx Xxxxxxxxx LLP with respect to enforceability of the Security Documents under English law and such requestother matters as reasonably requested by the Purchasers and (iii) a legal opinion from Milbank LLP, instructions the Purchasers' special counsel in connection with such transactions, and consent. Furthermore, each covering such other matters incident to such transactions as such Purchaser may reasonably request (and the Company hereby instructs its counsel shall, to deliver such opinions to the extent requestedPurchasers and to the Sole Structuring Agent (on a reliance basis)). (c) Such Purchaser shall have received (i) copies of each legal opinion previously delivered to the Security Trustee in respect of the Security Interests purported to be granted by the Security Documents and (ii) if required, permit reliance letter(s) issued by Xxxxxxxx Islands and/or Liberian and/or Bahamas and/or Panama and/or Malta counsel and/or Dutch counsel and/or such other counsel as may be relevant with respect to any previous legal opinion(s) issued on matters of law in such other jurisdiction (and such opinions shall also be provided to the Rating Agencies and the Initial Purchasers to rely Sole Structuring Agent on their opinion as if such opinion were addressed to such partiesa reliance basis).

Opinions of Counsel. Each of the relevant Transaction Funding Parties (other than the Depositary Bank) shall have received an opinion or opinions, dated the Construction Closing Date, of (ai) Ronald W. FischerXxxxxx X. Xxxxxx, Esq., in-house counsel to Senior Vice President and General Counsel of the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)Company, (bii) Thelen Reid Xxxxxx & Priest Xxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxCompany, (ciii) Davis Wright Xxxxx & Tremaine LLPXxxx, P.A., Arizona counsel to the Company, (iv) Roshka Xxxxxx & XxXxxx, special Arizona regulatory counsel to the Facixxxx XxxxxxCompany, (dv) Xxxxxxd and Hart Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, Tribal special counsel to the Facility LesseeOP Guarantor, the Equity Investor and the Owner ParticipxxxParticipant, (vi) Bond X. Xxxx, counsel to the OP Guarantor, (vii) Potter Xxxxxxxx & Xxxxxxx LLP, special Delaware counsel to the Independent Manager and the Trust Company, (viii) Potter Xxxxxxxx & Xxxxxxx LLP, special Delaware counsel to the Owner Lessor and the Initial PurchasersOwner Participant, (eix) Karen ScowcroftMorris, Esq.James, in-house Hitchens & Xxxxxxxx LLP, special Delaware counsel to the Equity InvestorIndenture Trustee and the Pass Through Trustees, (fx) Xxxxx Xxxxxxxxne LLP& Xxxxxx, L.L.P., special Arizona counsel to the Initial Purchaser, the OP Guarantor, the Equity Investor and the Owner Participant, (xi) Xxxxx Xxxxx Duke, counsel to the Owner Participant and to the Oxxxx XxxxxxEPC Contractor, (xxii) Bingham Dana LLPXxxxx & Xxxxxx L.L.P., counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, special Arizona counsel to the Xxxxxxxx XxxxxeEPC Contractor, the Owner Participant(xiii) Xxxxxx Xxxxxxxxxx & Sutcliffe, the Owner Lessor special counsel to TEP, (xiv) Xxxxxxx Xxxxxx, Xx., general counsel of TEP, (xv) Hunton & Xxxxxxxx, special environmental counsel to TEP, (xvi) Roshka Xxxxxx & XxXxxx, special Arizona regulatory counsel to TEP and (xvii) Xxxxxx, Xxxxx & Xxxxxx P.L.C., special counsel to SRP and the Initial Purchasers, in each case Unit 4 Owner. Each such opinion shall be in form and substance reasonably satisfactory to each Transaction Partyrecipient thereof. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 3.1(p) and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requestedrequired, (i) include as addressees the Rating Agencies and the Initial Purchaser or (ii) permit the Rating Agencies and the Initial Purchasers Purchaser to rely on their its opinion as if such opinion were addressed to such parties. In addition, the Rating Agencies and the Company shall have received an appropriate non-consolidation opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, special counsel to the Owner Participant, relating to the bankruptcy of the Owner Lessor and the Owner Participant.

Opinions of Counsel. Each of On the relevant Transaction Parties Escrow Release Date, the Administrative Agent shall have received an opinion or opinions(i) from Sullivan & Cromwell LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special U.S. counsel to the Facility Lessee anx Xxxxxxxxx Credit Parties, xxxxx xpinxxx (xxxxh opinion x) shall includebe addressed to each Agent, without limitationthe Collateral Agent and the Lenders and dated the Escrow Release Date, a favorable opinion with respect (y) shall cover matters incident to the transfer by CCFC of its interest transactions completed herein as the Agents may request and (z) shall be in the Undivided Interest form and the Ground Interest substance satisfactory to the Owner Lessor)Agents, (bii) Thelen Reid from Osler, Hoskin & Priest Harcourt LLP, special Canadian counsel to the Facility Lessee anx XxxxxxxxxCredit Partiex, xxxch opinion (x) shall be addressed to each Agent, the Collateral Agent and the Lenders and dated the Escrow Release Date, (cy) Davis Wright & Tremaine LLPshall cover matters incident to the transactions contemplated herein as the Agents may request and (z) shall be in form and substance satisfactory to the Agents, special regulatory (iii) from local counsel to the Facixxxx XxxxxxCredit Parties and/or the Agents in each of the jurisdictions (in each case unless, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxxextent, otherwise agreed by the Agents) referred to in the following clause (xiii)(y) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasersof this Section 5.02(d), in each case reasonably satisfactory to the Agents, opinions which shall (x) be addressed to each Agent, the Collateral Agent and the Lenders and be dated the Escrow Release Date (or, in the case of Credit Documents executed and delivered after the Escrow Release Date in accordance with the last paragraph of Section 5.02, the date of the execution and delivery of such Credit Documents), (y) cover various matters (I) regarding the execution, delivery and performance of the Credit Documents to which Subsidiary Guarantors organized in each Non-Qualified Jurisdiction are party, as well as (in the case of each Non-Qualified Jurisdiction (A) in which such Subsidiary Guarantors are granting security interests or (B) where Persons whose Equity Interests are being pledged pursuant to one or more of the Security Documents are organized) the perfection and priority of the security interests granted by such Subsidiary Guarantors or granted in respect of the Equity Interests of Persons organized in such Non-Qualified Jurisdiction and (II) to the extent not covered by the preceding clause (ii), covering matters regarding the execution, delivery and performance of the Credit Documents to which Qualified Canadian Obligors are party, as well as the perfection by way of registration of security interests granted by such Qualified Canadian Obligors or granted in respect of entities organized in Canada and owned by such Canadian Obligors, and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) be in form, scope and substance reasonably satisfactory to the Agents and (iv) from local counsel to the Qualified U.S. Obligors and/or the Agents reasonably satisfactory to the Agents practicing in those jurisdictions in which U.S. Mortgaged Properties are located, such opinions as the Agents may reasonably request, which opinions (x) shall be addressed to each Agent, the Collateral Agent and each of the Lenders and be dated the Escrow Release Date (or, in the case of Mortgages delivered after the Escrow Release Date in accordance with the last paragraph of Section 5.02, the date of the execution and delivery of such Mortgages), (y) shall cover the enforceability of the respective Mortgage and perfection of the security interests granted pursuant to the relevant Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesAgents.

Opinions of Counsel. Each The opinion of Simpxxx Xxxxxxx & Xartxxxx, counsel for the relevant Transaction Parties shall have received an Lessee and the Servicer, addressed to the Lessor, the Trustee, the Master Collateral Agent, the Enhancement Providers, the Initial Purchasers and the Rating Agencies; the opinion or opinionsof Mayex, dated Xxowx & Platx, xxdressed to the Closing DateLessee, the Lessor, the Trustee, the Master Collateral Agent, the Enhancement Providers, the Placement Agents and the Rating Agencies; the opinion of (a) Ronald W. Fischereach Manufacturer addressed to the Lessee, Esq.the Lessor, in-house the Trustee, the Master Collateral Agent, the Enhancement Providers and the Rating Agencies; the opinion of counsel to each Enhancement Provider, addressed to the Lessee, the Lessor, the Trustee, the Master Collateral Agent, the Placement Agents and the Rating Agencies; the opinion of Emmex, Xxxxxx & Xartxx, xxunsel to the Trustee, addressed to the Lessee, the Lessor, the Placement Agents, the Master Collateral Agent and each Enhancement Provider; and the opinion of Brigxx Xxxxxx, Xxnnesota counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeLessee, without limitation, a favorable opinion with respect addressed to the transfer by CCFC of its interest in Lessor, the Undivided Interest Trustee, the Enhancement Providers, the Placement Agents and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersRating Agencies, in each case case, satisfactory in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.addressees thereof;

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Administrative Agent shall have received an received: (i) a written opinion or opinionsof Kxxxxxxx & Exxxx LLP, special counsel to the Credit Parties, addressed to the Agents and each Lender, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest substantially in the Undivided Interest and the Ground Interest to the Owner Lessor), form of Exhibit D-1 hereto; (bii) Thelen Reid from Kxxxxxxx & Priest Exxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, or special local counsel to the Borrower and the other Credit Parties (cwhich counsel shall be reasonably satisfactory to the Lead Arrangers) Davis Wright for each State in which any Credit Party is located (within the meaning of Section 9-301 of the Uniform Commercial Code as in effect in the State of New York), an opinion addressed to the Agents and each Lender, dated the Closing Date, substantially in the form of Exhibit D-2 hereto and covering such additional matters incident to the transactions contemplated hereby as the Lead Arrangers or the Required Lenders may reasonably request; (iii) from special local counsel to the Borrower and the other Credit Parties (which counsel shall be reasonably satisfactory to the Lead Arrangers) for each jurisdiction in which a Mortgaged Property is located, an opinion addressed to the Agents and each Lender, dated the Closing Date, substantially in the form of Exhibit D-3 hereto, with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 financing statements or similar notices to be recorded or filed in such jurisdiction, if applicable, and such other matters as the Lead Arrangers or the Required Lenders may reasonably request; (iv) from special counsel to the Target in respect of the Acquisition, copies of each opinion delivered by them in connection with the Acquisition, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and the Lenders; and (v) from Kxxxxxxx & Tremaine Exxxx LLP, special regulatory counsel to the Facixxxx XxxxxxBorrower, (d) Xxxxxxd and Hart LLPcopies of the opinions delivered by them under the purchase agreement for the Subordinated Debentures, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, accompanied in each case in form and substance reasonably satisfactory to each Transaction Party. Each by a letter from such Person expressly consents to special counsel stating that the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies Agents and the Initial Purchasers Lenders are entitled to rely on their opinion such opinions as if such opinion they were addressed to such partiesthe Agents and the Lenders.

Opinions of Counsel. Each of On the relevant Transaction Parties Initial Tranche D Term Loan Borrowing Date, the Administrative Agent shall have received an opinion or opinionsfrom (i) Xxxxxxxx & Xxxxx, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house U.S. counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Company and its Subsidiaries, an opinion addressed to the Administrative Agent, the Agents, the Collateral Agent and each of the Banks and dated the Initial Tranche D Term Loan Borrowing Date, which opinion shall includecover matters, without limitationand shall be in form and substance, a favorable opinion with respect satisfactory to each of the Agents and (iii) such local counsel (satisfactory to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner LessorAgents), (b) Thelen Reid & Priest LLPif any, special counsel to as may have been requested by the Facility Lessee anx XxxxxxxxxAgents, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, legal opinions each of which (x) Bingham Dana LLP, counsel shall be addressed to the Lease Indenture Company Administrative Agent, the Agents, the Collateral Agent and each of the Inxxxxxxx XxxxteeBanks and dated the Initial Tranche D Term Loan Borrowing Date, (hy) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case shall be in form and substance reasonably satisfactory to each Transaction Party. Each the Agents and (z) shall cover the Tranche D Mortgage Amendments and such Person expressly consents other matters incident to the rendering by its counsel transactions contemplated herein as the Agents may reasonably request. Without limiting the foregoing, the foregoing legal opinion of the opinion referred to in this Section 4.19 and acknowledges that such opinion Xxxxxxxx & Xxxxx shall be deemed required to be rendered at the request include its opinions, in form and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as substance satisfactory to the consequences of such request, instructions Agents and consent. Furthermore, each such counsel shallthe Required Banks and addressed to the Banks, to the extent requestedeffect that (A) each Credit Event under this Agreement, permit as amended through and including the Rating Agencies date of the delivery of such opinion, may occur without causing any violation of the Senior Notes Indenture or the Senior Subordinated Notes Indenture or the 2005 Senior Unsecured Notes Indenture, and (B) neither the execution, delivery nor performance by the Company or any of its Subsidiaries of this Agreement and the Initial Purchasers to rely on their opinion other Credit Documents, as if this Agreement and such opinion were addressed to other Credit Documents have been amended through and including the date of the delivery of such partiesopinion, will cause a violation under the Senior Notes Indenture, the Senior Subordinated Notes Indenture or the 2005 Senior Unsecured Notes Indenture.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Purchaser shall ------------------- have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Thacher Proffitt & Wood LLP, Esq., in-house counsel specixx xxxxxxx xxx the Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Purchaser in substantially the transfer form set forth on Exhibit A-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Cranmore, FitzGerald & Priest Meaney, counsel for txx Xxxxxxx, ox (xx) an opinion from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers' Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser in substantially the form set forth on Exhibit A-2 attached hereto and incorporated herein by this reference, (c) from Thacher Proffitt & Wood LLP, speciax xxx xxxxxxx xxr the Purchaser and addressed to the Purchaser in substantially the form set forth on Exhibit A-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Williams LLP, special Delaware couxxxx xx the Trust and addressed to the Purchaser and the Sellers, in substantially the form set forth on Exhibit A-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Williams LLP, special counsel tx xxx Xndenture Trustee, the Property Trustee, the Delaware Trustee and the Guarantee Trustee and addressed to the Facility Lessee anx XxxxxxxxxPurchaser and the Sellers, (c) Davis Wright & Tremaine LLP, special regulatory counsel in substantially the form set forth on Exhibit A-5 attached hereto and incorporated herein by this reference. Each certificate or opinion addressed to the Facixxxx XxxxxxPurchaser shall state that the first entity, (d) Xxxxxxd and Hart LLPif any, Tribal counsel to which the Facility LesseePurchaser transfers any of the Preferred Securities, and, if such transferee is a warehouse entity, the Owner Participxxxnext subsequent transferee that is not a warehouse entity (each, the Owner Lessor and the Initial Purchasers, (ea "Subsequent Purchaser") Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of On the relevant Transaction Parties Borrowing Date, the Joint Lead Arrangers shall have received an opinion or opinions(i) from Fried, dated the Closing DateFrank, of (a) Ronald W. FischerHarris, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Xxxxxxx & Priest Xxxxxxxx LLP, special counsel to the Credit Parties, an opinion addressed to the Facility Lessee anx XxxxxxxxxAgents and each of the Lenders and dated the Borrowing Date covering the matters set forth in Exhibit D-1, (cii) Davis Wright Fried, Frank, Harris, Xxxxxxx & Tremaine Xxxxxxxx LLP, special regulatory German counsel to the Facixxxx XxxxxxCredit Parties organized under the laws of Germany or any province thereof, (d) Xxxxxxd and Hart LLP, Tribal counsel opinions addressed to the Facility Lessee, Agents and each of the Owner Participxxx, Lenders and dated the Owner Lessor and Borrowing Date covering the Initial Purchasersmatters set forth in Exhibit D-2, (eiii) Karen Scowcroft, Esq., in-house from local counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case state, province or other jurisdiction in which Mortgaged Properties are located and/or Credit Parties are organized, an opinion in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents the Collateral Agent addressed to the rendering by its counsel Collateral Agent and each of the opinion referred Lenders and dated the Borrowing Date covering such matters incident to the transactions contemplated herein as the Collateral Agent may reasonably request including but not limited to (x) the enforceability of each Mortgage and (y) the perfection of the security interests granted pursuant to the relevant Security Documents and (iv) from foreign counsel to the Credit Parties in this Section 4.19 such jurisdictions as may be reasonably requested by the Administrative Agent, in each case satisfactory to the Joint Lead Arrangers, opinions which shall (x) be addressed to each Facility Agent, and acknowledges that each of the Lenders and be dated the Borrowing Date, (y) cover various matters regarding the execution, delivery and performance of the Local Law Pledge Agreements and European Security Documents and the perfection and/or such opinion shall be deemed other matters incident to be rendered at the transactions contemplated herein as the Joint Lead Arrangers may reasonably request and upon the instructions of such Person(z) be in form, each of whom has consulted with scope and has been advised by its counsel as substance reasonably satisfactory to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesJoint Lead Arrangers.

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Administrative Agent shall have received an received: (i) a written opinion or opinionsof Xxxxxxxx & Xxxxx LLP, special counsel to the Credit Parties, addressed to the Agents and each Lender, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest substantially in the Undivided Interest and the Ground Interest to the Owner Lessor), form of Exhibit D-1 hereto; (bii) Thelen Reid from Xxxxxxxx & Priest Xxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, or special local counsel to the Borrower and the other Credit Parties (cwhich counsel shall be reasonably satisfactory to the Lead Arrangers) Davis Wright for each State in which any Credit Party is located (within the meaning of Section 9-301 of the Uniform Commercial Code as in effect in the State of New York), an opinion addressed to the Agents and each Lender, dated the Closing Date, substantially in the form of Exhibit D-2 hereto and covering such additional matters incident to the transactions contemplated hereby as the Lead Arrangers or the Required Lenders may reasonably request; (iii) from special local counsel to the Borrower and the other Credit Parties (which counsel shall be reasonably satisfactory to the Lead Arrangers) for each jurisdiction in which a Mortgaged Property is located, an opinion addressed to the Agents and each Lender, dated the Closing Date, substantially in the form of Exhibit D-3 hereto, with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 financing statements or similar notices to be recorded or filed in such jurisdiction, if applicable, and such other matters as the Lead Arrangers or the Required Lenders may reasonably request; (iv) from special counsel to the Target in respect of the Acquisition, copies of each opinion delivered by them in connection with the Acquisition, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and the Lenders; and (v) from Xxxxxxxx & Tremaine Xxxxx LLP, special regulatory counsel to the Facixxxx XxxxxxBorrower, (d) Xxxxxxd and Hart LLPcopies of the opinions delivered by them under the purchase agreement for the Senior Subordinated Notes, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, accompanied in each case in form and substance reasonably satisfactory to each Transaction Party. Each by a letter from such Person expressly consents to special counsel stating that the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies Agents and the Initial Purchasers Lenders are entitled to rely on their opinion such opinions as if such opinion they were addressed to such partiesthe Agents and the Lenders.

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Agent shall have received an opinion or opinionsreceived: (i) favorable written opinions (including, without limitation, as to true sale and nonconsolidation matters) of Winston & Sxxxxx, counsel to the Borrower, the Manager and Trinity, addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of each of Exxxxxxx X-0, X-0 and D-5 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (aii) Ronald W. Fischer, Esq., in-a favorable written opinion of in house counsel to each of the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeBorrower, without limitationthe Manager and Trinity, a favorable opinion with respect addressed to the transfer by CCFC of its interest Agent and each Lender, dated the Closing Date, substantially in the Undivided Interest form of Exhibit D-2 hereto and the Ground Interest covering such additional matters incident to the Owner Lessor)transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (iii) from special Delaware trust counsel to the Borrower and Wilmington Trust Company, as Delaware trustee for the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-3 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (biv) Thelen Reid & Priest LLPfrom special STB counsel to the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-6 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (v) from special Canadian counsel to the Agent, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D-7 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; and (vi) from special counsel to the Facility Lessee anx XxxxxxxxxMarks Company, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx XxxxxxAgent and each Lender, (d) Xxxxxxd dated the Closing Date, substantially in the form of Exhibit D-8 hereto and Hart LLP, Tribal counsel covering such additional matters incident to the Facility Lessee, transactions contemplated hereby as the Owner Participxxx, Agent or the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, EsqRequired Lenders may reasonably request., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties Such Purchaser shall have received an opinion or opinionsopinions in form and substance satisfactory to such Purchaser, dated the date of the Closing Date, of (a) Ronald W. Fischerfrom Xxxx Xxxxxxx & Xxxxxx, Esq.LLP, in-house counsel for the Credit Parties, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs such counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh deliver such opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner LessorPurchasers), (b) Thelen Reid & Priest from Xxxxxxx Xxxxx LLP, special Maryland counsel for the Credit Parties, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to the Facility Lessee anx Xxxxxxxxx, Purchasers); (c) Davis Wright from Fulbright & Tremaine LLPXxxxxxxx L.L.P., special regulatory Texas counsel for the Credit Parties, covering the matters set forth in Exhibit 4.4(c) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to the Facixxxx XxxxxxPurchasers), (d) Xxxxxxd and Hart Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, Tribal special Nevada counsel for the Credit Parties, covering the matters set forth in Exhibit 4.4(d) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers), (e) Karen ScowcroftXxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, Esq.special North Carolina counsel for the Credit Parties, in-house covering the matters set forth in Exhibit 4.4(e) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to the Equity Investor, Purchasers) and (f) Xxxxx Xxxxxxxxne from Xxxxxxx XxXxxxxxx LLP, the Purchasers’ special counsel to in connection with such transactions, substantially in the Owner Participant form set forth in Exhibit 4.4(f) and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each covering such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed other matters incident to such partiestransactions as such Purchaser may reasonably request.

Opinions of Counsel. Each of On the relevant Transaction Parties ASHS Acquisition Date, the Administrative Agent shall have received an opinion or opinions, addressed to each Agent, the Collateral Agent and each of the Banks and dated the Closing ASHS Acquisition Date, of from (ai) Ronald W. FischerX'Xxxxxxxx Graev & Karabell, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, (c) Davis Wright & Tremaine LLP, special regulatory counsel which opinion shall cover such matters incident to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to transactions contemplated herein as the Facility Lessee, the Owner Participxxx, the Owner Lessor Agents and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant Required Banks may reasonably request and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory to each Transaction Party. Each the Agents and the Required Banks and (ii) Xxxxxxx Xxxxxxxx, Esq., General Counsel of the Borrower, which opinion shall cover such Person expressly consents matters incident to the transactions contemplated herein as the Agents and the Required Banks may reasonably request and be in form and substance reasonably satisfactory to the Agents and the Required Banks, (iii) counsel rendering by its counsel such opinions, reliance letters addressed to each Agent and each of the opinion referred Banks and dated the ASHS Acquisition Date, with respect to all legal opinions delivered in this Section 4.19 connection with the ASHS Acquisition, which opinions shall cover such matters as the Agents may reasonably request and acknowledges that such opinion be in form and substance reasonably satisfactory to the Agents and (iv) local counsel to the Credit Parties and/or the Agents reasonably satisfactory to the Agents, which opinions (x) shall be deemed addressed to each Agent, the Collateral Agent and each of the Banks and be rendered at dated the ASHS Acquisition Date, (y) shall cover the perfection of the security interests granted pursuant to the Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and upon the instructions of such Person, each of whom has consulted with (z) shall be in form and has been advised by its counsel as substance reasonably satisfactory to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesAgents.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Closing Date, the Administrative Agent and the Lenders shall have received from Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, special New York counsel to the Parent and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date which shall (x) be in form and substance acceptable the Lenders and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (b) through (d) below) granted pursuant to the Security Documents and such other matters incidental to the transactions contemplated herein as the Lenders may request. (b) On the Closing Date, the Administrative Agent and the Lenders shall have received from Xxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Parent and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date which shall (x) be in form and substance acceptable to the Lenders and (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgages and such other matters incidental thereto as the Lenders may request. (c) On the Closing Date, the Administrative Agent and the Lenders shall have received from Xxxxxx X. Xxxxxxx, Esq., special Liberian counsel to the Parent and its Subsidiaries (or opinionsother counsel to the Parent and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Lenders), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, which shall (x) be in form and substance acceptable to the Lenders and (y) in the case of each Mortgaged Vessel registered under the laws and flag of the Republic of Liberia, cover the perfection of the security interests granted pursuant to the relevant Vessel Mortgage(s) and such other matters incidental thereto as the Lenders may request. (ad) Ronald W. FischerOn the Closing Date the Administrative Agent and the Lenders shall have received from Xxxxxx X. Xxxxxx, Esq., in-house special Xxxxxxxx Islands counsel to the Facility Lessee anx Xxxxxxxxx Parent and its Subsidiaries (xxxxh or other counsel to the Parent and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Lenders), an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, which shall include(x) be in form and substance acceptable to the Lenders, without limitationand shall cover, a favorable opinion inter alia, matters with respect to the transfer by CCFC Investment Agreement, issuance of its interest the Warrants and the other Credit Documents, and (y) in the Undivided Interest case of each Mortgaged Vessel registered under the laws and flag of the Republic of Xxxxxxxx Islands, cover the perfection of the security interests granted pursuant to the relevant Vessel Mortgage(s) and such other matters incidental thereto as the Lenders may request. (e) On the Closing Date, the Administrative Agent and the Ground Interest to the Owner Lessor), (b) Thelen Reid Lenders shall have received from Xxxxxxx Xxxx & Priest LLPXxxxxxx Limited, special Bermuda counsel to the Facility Lessee anx XxxxxxxxxParent and its Subsidiaries, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx Xxxxxx, (d) Xxxxxxd Administrative Agent and Hart LLP, Tribal counsel to each of the Facility Lessee, Lenders and dated the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, Closing Date which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably satisfactory acceptable to the Lenders and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (a) through (d) above) granted pursuant to the Security Documents and such other matters incidental to the transactions contemplated herein as the Lenders may request. (f) On the Closing Date the Administrative Agent and the Lenders shall have received from Golsblat BLP, special Russian counsel to each Transaction Party. Each such Person expressly consents of the Credit Parties, an opinion addressed to the rendering by its counsel Administrative Agent and each of the opinion referred to in this Section 4.19 Lenders and acknowledges that such opinion dated as of the Closing Date which shall be deemed in form and substance acceptable to the Lenders and cover such matters incidental to the transactions contemplated herein as the Lenders may request; (g) On the Closing Date the Administrative Agent and the Lenders shall have received from Albuquerque & Associados, special Portuguese counsel to each of the Credit Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Closing Date which shall be rendered at in form and substance acceptable to the request Lenders and upon cover such matters incidental to the instructions transactions contemplated herein as the Lenders may request; (h) On the Closing Date the Administrative Agent and the Lenders shall have received from Xxxxx & Xxxxxxxx LLP, special Singaporean counsel to each of the Credit Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Closing Date which shall be in form and substance acceptable to the Lenders and cover such Personmatters incidental to the transactions contemplated herein as the Lenders may request; (i) On the Closing Date, the Administrative Agent and the Lenders shall have received from counsel to the Parent and its Subsidiaries in each other relevant jurisdictions identified by the Lenders, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, each of whom has consulted with which shall be in form and has been advised by its counsel as substance acceptable to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesLenders.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agent shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Txxxxxx Xxxxxxxx & Wood llp, Esq., in-house special counsel for the Placement Agent and the Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Placement Agent and Purchaser in substantially the transfer form set forth on Exhibit B-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Bxxxxx & Priest Txxxxxxxx LLP, counsel for the Offerors, or (ii) an opinion from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser and the Placement Agent in substantially the form set forth on Exhibit B-2 attached hereto and incorporated herein by this reference, (c) from Bxxxxx & Txxxxxxxx LLP, tax counsel for the Offerors and addressed to the Placement Agent and the Purchaser in substantially the form set forth on Exhibit B-3 attached hereto and incorporated herein by this reference, (d) from Mxxxxx Xxxxx LLP, special Delaware counsel to the Trust and addressed to the Purchaser, the Placement Agent and the Offerors, in substantially the form set forth on Exhibit B-4 attached hereto and incorporated herein by this reference, and (e) from Mxxxxx Xxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser, (d) Xxxxxxd the Placement Agent and Hart LLPthe Offerors, Tribal counsel in substantially the form set forth on Exhibit B-5 attached hereto and incorporated herein by this reference. Each certificate or opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities and, if such transferee is a warehouse entity, the Owner Participxxxnext subsequent transferee that is not a warehouse entity (each, the Owner Lessor and the Initial Purchasersa “Subsequent Purchaser”), (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Administrative Agent shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid from Xxxxxx Xxxxxxx & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Xxxxxxx LLP, counsel to the Owner Participant and Credit Parties, opinions addressed to the Oxxxx XxxxxxAdministrative Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters (xi) Bingham Dana set forth in Exhibit I-1-A and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and (ii) set forth in Exhibit I-1-B and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (b) On the Initial Borrowing Date, the Administrative Agent shall have received from White & Case LLP, counsel to the Lease Indenture Company Credit Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Inxxxxxxx XxxxteeLenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit I-2 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (c) On the Initial Borrowing Date, (h) Bingham Dana the Administrative Agent shall have received from Xxxxxxxx & Xxxxx LLP, counsel to the Pass Though Trustees Target shareholders, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Pass Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit I-3 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (d) On the Initial Borrowing Date, the Administrative Agent shall have received from Squire, Xxxxxxx Xxxxany& Xxxxxxx, UK counsel to the Credit Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters (i) Ray Quinney & Nebekerset forth in Exhibit I-4-A and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and (ii) set forth in Exhibit I-4-A and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.. (e) On the Initial Borrowing Date, in-house the Administrative Agent shall have received from Linklaters LLP, Luxembourg counsel to the Lessor Manager Credit Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit I-5 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (xf) Xxxxxxxxe CxxxxOn the Initial Borrowing Date, X Professional Corporationthe Administrative Agent shall have received from Lang Xxxxxxxx LLP, Arizona Ontario and British Columbia counsel to the Xxxxxxxx XxxxxeCredit Parties, an opinion addressed to the Administrative Agent, the Owner ParticipantCollateral Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit I-6 and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) On the Initial Borrowing Date, the Owner Lessor and the Initial PurchasersAdministrative Agent shall have received from Xxxxxx Xxxxx LLP, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents special Delaware counsel, an opinion addressed to the rendering by its counsel of Administrative Agent, the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such PersonCollateral Agent, each of whom has consulted with the Lenders and has been advised by its counsel as the other parties named therein, and dated the Initial Borrowing Date covering the matters set forth in Exhibit I-7 and such other matters incident to the consequences of such transactions contemplated herein as the Administrative Agent may reasonably request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties The Joint Global Coordinators shall have received from (i) New York counsel to the Loan Parties (which shall be Xxxxxx & Xxxxxx LLP or another law firm reasonably acceptable to the Joint Global Coordinators), an opinion covering such matters as the Joint Global Coordinators may reasonably request, (ii) Xxxxxxxx Islands counsel to the Loan Parties (which shall be Xxxxxx & Xxxxxx LLP or opinionsanother law firm qualified to render an opinion as to Xxxxxxxx Islands law reasonably acceptable to the Joint Global Coordinators), an opinion covering such matters as the Joint Global Coordinators may reasonably request, (iii) Liberian counsel to the Loan Parties (which shall be Xxxxxx & Xxxxxx LLP or another law firm qualified to render an opinion as to the law of Liberia reasonably acceptable to the Joint Global Coordinators), an opinion covering such matters as the Joint Global Coordinators may reasonably request, (iv) Maltese counsel to the Loan Parties (which shall be Ganado Advocates or another law firm qualified to render an opinion as to the law of Malta reasonably acceptable to the Joint Global Coordinators), (v) Dutch counsel to the Joint Global Coordinators (which shall be NautaDutilh New York P.C. or another law firm qualified to render an opinion as to the law of the Netherlands reasonably acceptable to the Joint Global Coordinators), an opinion covering such matters as the Joint Global Coordinators may reasonably request, (vi) Swiss counsel to the Joint Global Coordinators (which shall be Xxxxxxxxx XX or another law firm qualified to render an opinion as to the law of Switzerland reasonably acceptable to the Joint Global Coordinators), an opinion covering such matters as the Joint Global Coordinators may reasonably request and (vii) England and Wales counsel to the Loan Parties (which shall be Xxxxxx Xxxxxxx Xxxxxx LLP or another law firm qualified to render an opinion as to the law of England and Wales reasonably acceptable to the Joint Global Coordinators), an opinion covering such matters as the Joint Global Coordinators may reasonably request, each such opinion to be addressed to the Collateral Agent, the Administrative Agent and the Lenders (and expressly permitting reliance by permitted successors and assigns of the addressees thereof) and dated as of the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Lease Financing Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. FischerSASM&F, Esq.special New York counsel to SEMA, in-house SEI, XX Xxxxxx and SE Potomac River, substantially in the form of Exhibit X, (b) Piper, Marbury, Xxxxxxx & Xxxxx LLP, special Maryland counsel to SEMA, SEI and XX Xxxxxx substantially in the form of Exhibit Y, (c) Xxxxx Xxxxxxxxxx LLP, special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeOwner Participant, without limitationthe Equity Investor and the OP Guarantor, a favorable opinion with respect to the transfer by CCFC of its interest substantially in the Undivided Interest and the Ground Interest form of Exhibit Z, (d) Morris, James, Hitchens & Xxxxxxxx LLP, counsel to the Owner Lessor), the Owner Participant, the Trust Company, and the Owner Manager, substantially in the form of Exhibit AA, (be) Thelen Reid & Priest Xxxxxxx Xxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxLease Indenture Trustee, the Lease Indenture Company, the Pass Through Trustee and the Pass Through Company, substantially in the form of Exhibit BB, (cf) Davis Wright Alexander & Tremaine Xxxxxxx, special Maryland regulatory counsel to SEI, SEMA and XX Xxxxxx, substantially in the form of Exhibit CC, (g) Xxxxxxxx, Xxxxxxx LLP, special counsel to SEMA, SEI, XX Xxxxxx and SE Potomac River and special federal regulatory counsel to SEMA, SEI, XX Xxxxxx and SE Potomac River substantially in the Facixxxx Xxxxxxform of Exhibit DD, and (di) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company Investor and the Inxxxxxxx XxxxteeOP Guarantor, (h) Bingham Dana LLP, counsel to substantially in the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Partyof Exhibit EE. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 4.11 and acknowledges that such opinion shall be deemed to be ------------ rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of On the relevant Transaction Parties Initial Borrowing Date, the Lead Agents shall have received an opinion or opinions, dated the Closing Date, of from (ai) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Sidley & Priest LLPAustin, special counsel to the Facility Lessee anx XxxxxxxxxCredit Parties, an opinion addressed to the Lead Agents, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date in the form set forth as Exhibit F-1, (cii) Davis Wright Sidley & Tremaine LLPAustin, special regulatory tax counsel to the Facixxxx XxxxxxParent Companies, an opinion addressed to the Lead Agents, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date in the form set forth as Exhibit F-2, (diii) Xxxxxxd and Hart LLPLionxx Xxxxxx & Xollxxx, Tribal xxecial Nevada counsel to the Facility LesseeCredit Parties, an opinion addressed to the Lead Agents, the Owner Participxxx, Collateral Agent and each of the Owner Lessor Lenders and dated the Initial PurchasersBorrowing Date in the form set forth as Exhibit F-3, (eiv) Karen ScowcroftSterxx & Xeinxxxx, Esq., in-house xxecial New Jersey counsel to the Equity InvestorCredit Parties, an opinion addressed to the Lead Agents, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date in the form set forth as Exhibit F-4, (fv) Xxxxx Xxxxxxxxne LLPRobexxx Xxxxxx-Xxxx, Xxq., General Counsel of Caesxxx Xxxxx, Xxc., an opinion addressed to the Lead Agents, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date in the form set forth as Exhibit F-5, (vi) Sidley & Austin, special Federal Communications Commission counsel to the Owner Participant and Credit Parties, an opinion addressed to the Oxxxx XxxxxxLead Agents, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date in the form set forth as Exhibit F-6, (xvii) Bingham Dana LLPDow, Xxxxxx & Xxxxxxxxx XXXX, special Educational counsel to the Lease Indenture Company Credit Parties, an opinion addressed to the Lead Agents, the Collateral Agent and each of the Lenders and dated the Initial Borrowing Date in the form set forth as Exhibit F-7, and (viii) such other special and local counsel as may be required by any Lead Agent, an opinion addressed to the Lead Agents, the Collateral Agent and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees Lenders and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and dated the Initial PurchasersBorrowing Date, and in each case in form and substance reasonably satisfactory to each Transaction Party. Each covering such Person expressly consents other matters incident to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel transactions contemplated herein as to the consequences of such any Lead Agent may reasonably request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Facility Agent shall have received from Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special New York counsel to the Credit Parties, an opinion or opinions, addressed to the Facility Agent and each of the Lenders and dated the Closing Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 1 of Schedule 5.10. (ab) Ronald W. FischerOn the Initial Borrowing Date, Esqthe Facility Agent shall have received from Cxx Hxxxxx Xxxxxxxxx Limited (or another counsel reasonably acceptable to the Lead Arrangers), special Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 2 of Schedule 5.10. (c) On the Initial Borrowing Date, in-house the Facility Agent shall have received from Norton Rxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Lead Arrangers), special English counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Agent for the benefit of the Lead Arrangers, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Facility Agent (for itself and on behalf of its interest the Lenders) and the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the Undivided Interest and form set forth in Exhibit 3 of Schedule 5.10. (d) On the Ground Interest Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Norton Rxxx Xxxxxxxxx LLP (or another counsel reasonably acceptable to the Owner LessorLead Arrangers), (b) Thelen Reid & Priest LLP, special German counsel to the Facility Lessee anx XxxxxxxxxAgent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (ce) Davis Wright On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Tremaine LLPKnight LLP (or another counsel reasonably acceptable to the Lead Arrangers), special regulatory Florida counsel to the Facixxxx XxxxxxCredit Parties, (d) Xxxxxxd and Hart LLP, Tribal counsel an opinion addressed to the Facility Lessee, Agent and each of the Owner Participxxx, the Owner Lessor Lenders and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel Borrowing Date in substantially the form delivered to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel Lenders prior to the Owner Participant and to the Oxxxx XxxxxxEffective Date, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance or otherwise reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Lead Arrangers, substantially in the form set forth in Exhibit 5 of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesSchedule 5.10.

Opinions of Counsel. Each of On the relevant Transaction Parties Closing Date, the Agent shall have received an opinion or opinionsreceived: (i) favorable written opinions (including, without limitation, as to true sale and nonconsolidation matters) of Winston & Xxxxxx, counsel to the Borrower, the Manager and Trinity, addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of each of Exhibits D-1, D‑4 and D‑5 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (aii) Ronald W. Fischer, Esq., in-a favorable written opinion of in house counsel to each of the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall includeBorrower, without limitationthe Manager and Trinity, a favorable opinion with respect addressed to the transfer by CCFC of its interest Agent and each Lender, dated the Closing Date, substantially in the Undivided Interest form of Exhibit D‑2 hereto and the Ground Interest covering such additional matters incident to the Owner Lessor)transactions contemplated hereby as the Agent or the Required Lenders may reasonably request (iii) from special Delaware trust counsel to the Borrower and Wilmington Trust Company, as Delaware trustee for the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D‑3 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (biv) Thelen Reid & Priest LLPfrom special STB counsel to the Borrower, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D‑6 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; (v) from special Canadian counsel to the Agent, an opinion addressed to the Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit D‑7 hereto and covering such additional matters incident to the transactions contemplated hereby as the Agent or the Required Lenders may reasonably request; and (vi) from special counsel to the Facility Lessee anx XxxxxxxxxMarks Company, (c) Davis Wright & Tremaine LLP, special regulatory counsel an opinion addressed to the Facixxxx XxxxxxAgent and each Lender, (d) Xxxxxxd dated the Closing Date, substantially in the form of Exhibit D‑8 hereto and Hart LLP, Tribal counsel covering such additional matters incident to the Facility Lessee, transactions contemplated hereby as the Owner Participxxx, Agent or the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, EsqRequired Lenders may reasonably request., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agent shall have received the following favorable opinions or certificate, as the case may be, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Xxxxxxx Xxxxxxxx & Wood LLP, Esq., in-house special counsel for the Placement Agent and Purchaser and addressed to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to Placement Agent and Purchaser in substantially the transfer form set forth on Exhibit B-1 attached hereto and incorporated herein by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor)this reference, (b) Thelen Reid either (i) an opinion from Xxxxx & Priest Xxxxxxx LLP, counsel for the Offerors, or (ii) an Officers’ Certificate, from the General Counsel or Chief Legal Officer of the Company, or (iii) if the Company does not have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the Chief Executive Officer, President or Executive Vice President of the Company, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in each case addressed to the Purchaser and the Placement Agent in substantially the form set forth on Exhibit B-2 attached hereto and incorporated herein by this reference, (c) from Xxxxxxx Xxxxxxxx & Wood LLP, special tax counsel for the Placement Agent and Purchaser and addressed to the Placement Agent and Purchaser in substantially the form set forth on Exhibit B-3 attached hereto and incorporated herein by this reference, (d) from Morris, James, Hitchens & Xxxxxxxx LLP., special Delaware counsel to the Trust and addressed to the Purchaser, the Placement Agent and the Offerors, in substantially the form set forth on Exhibit B-4 attached hereto and incorporated herein by this reference, and (e) from Morris, James, Hitchens & Xxxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxIndenture Trustee, (c) Davis Wright & Tremaine LLPthe Property Trustee, special regulatory counsel the Delaware Trustee and the Guarantee Trustee and addressed to the Facixxxx XxxxxxPurchaser, (d) Xxxxxxd the Placement Agent and Hart LLPthe Offerors, Tribal counsel in substantially the form set forth on Exhibit B-5 attached hereto and incorporated herein by this reference. Each opinion addressed to the Facility LesseePurchaser shall state that the first entity, if any, to which the Purchaser transfers any of the Preferred Securities and, if such transferee is a warehouse lender, the Owner Participxxxnext subsequent transferee that is not a warehouse lender (each, the Owner Lessor and the Initial Purchasersa “Subsequent Purchaser”), (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers entitled to rely on their opinion as if such opinion were addressed to such partiesopinion.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house counsel to the Facility Lessee anx axx Xxxxxxxxx (xxxxh xxxch opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC Facility Lessee of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxxaxx Xxxxxxxxr, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Facxxxxx Xxxxxx, (dx) Xxxxxxd and Hart LLPXxXxxr Law Firm, Tribal P.A., South Carolina counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial PurchasersLessxx, (ex) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Xxxxxxxine LLP, counsel to the Owner Participant and to the Oxxxx Xxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx XxxxteeIxxxxxxxx Xxxstee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx XxxxanyXxxpany, and (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersManager, in each case in form and xxxx xxxx xn fxxx xxx substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Owner Trustee, the Indenture Trustee and each Participant shall have received the favorable written opinion of each of (ai) Ronald W. FischerSkadden, Esq.Arps, in-house counsel to the Facility Lessee anx Xxxxxxxxx Slate, Xxxxxxx & Xxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner LessorIllinois), (b) Thelen Reid & Priest LLP, special counsel to for the Facility Lessee anx XxxxxxxxxLessee, TILC and TRMI, substantially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (cii) Davis Wright & Tremaine LLPcounsel for the Lessee, special regulatory TILC and TRMI (which counsel to shall be the Facixxxx XxxxxxGeneral Counsel of Trinity), substantially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement (TRLI 2001-1B) Participation Agreement, (diii) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Xxxxxxx Xxxx LLP, counsel to the Owner Participant and Trustee, substantially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (iv) Winston & Xxxxxx, special counsel to the Oxxxx XxxxxxOwner Participant, substantially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (xv) Bingham Dana LLPXxxxxx Xxxxxx Capital Corporation Legal Department, counsel to the Lease Indenture Company and Owner Participant, substantially in the Inxxxxxxx Xxxxteeform of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (hvi) Bingham Dana LLPXxxxxx X. Xxxx, counsel Assistant Counsel to the Pass Though Trustees and Indenture Trustee, substantially in the Pass Xxxxxxx Xxxxanyform of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (ivii) Ray Quinney Xxxxxx & NebekerXxxxxx, in-house special STB counsel, substantially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (viii) XxXxxxxx Xxxxxxxx, special Canadian counsel, substantially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement, (ix) Xxxxxxx & Xxxxx L.L.P., special counsel to for the Lessor Manager Collateral Agent, substantially in the form of the corresponding opinion delivered in connection with the closing under the Other Participation Agreement and (x) Xxxxxxxxe CxxxxXxxxxx X. Xxxx, X Professional Corporation, Arizona counsel Assistant Counsel to the Xxxxxxxx XxxxxePass Through Trustee, substantially in the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the corresponding opinion referred to delivered in this Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at connection with the request and upon closing under the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesOther Participation Agreement.

Opinions of Counsel. Each of (a) On the relevant Transaction Parties Initial Borrowing Date, the Administrative Agent shall have received an opinion or opinionsfrom Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated the Closing Date, of (a) Ronald W. Fischer, Esq., in-house special New York counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh Borrower and its Subsidiaries, an opinion shall include, without limitation, a favorable opinion with respect addressed to the transfer by CCFC Administrative Agent and each of its interest in the Undivided Interest Lenders and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and dated the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to Borrowing Date covering the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, matters set forth in Exhibit D-1 which shall (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests (other than those to be covered by opinions delivered pursuant to clauses (b) through (e) below) granted pursuant to the Security Documents and such other matters incidental to the transactions contemplated herein as the Administrative Agent may reasonably request. (b) On the Initial Borrowing Date, the Administrative Agent shall have received from Xxxxxx & Xxxxxx LLP, special New York counsel to the Borrower and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit D-2 which shall state that the transactions contemplated by this Agreement do not violate the Senior Note Indenture and such other matters incidental to the transactions contemplated herein as the Administrative Agent may reasonably request. (c) On the Initial Borrowing Date, the Administrative Agent shall have received from Xxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Borrower and its Subsidiaries, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit D-3 which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgages and such other matters incidental thereto as the Administrative Agent may reasonably request. (d) On the Initial Borrowing Date, the Administrative Agent shall have received from Xxxxxx X. Xxxxxxx, Esq., special Liberian counsel to the Borrower and its Subsidiaries (or other counsel to the Borrower and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to each Transaction Party. Each such Person expressly consents the Administrative Agent), an opinion addressed to the rendering by its counsel Administrative Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit D-4, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) in the case of each Mortgaged Vessel registered under the laws and flag of the Republic of Liberia, cover the perfection of the security interests granted pursuant to the relevant Vessel Mortgage(s) and such other matters incidental thereto as the Administrative Agent may reasonably request. (e) On the Initial Borrowing Date the Administrative Agent shall have received from Xxxxxx X. Xxxxxx, Esq., special Xxxxxxxx Islands counsel to the Borrower and its Subsidiaries (or other counsel to the Borrower and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion referred addressed to in this Section 4.19 the Administrative Agent and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with the Lenders and has been advised by its counsel as dated the Initial Borrowing Date covering the matters set forth in Exhibit D-5, which shall (x) be in form and substance reasonably acceptable to the consequences Administrative Agent and (y) in the case of such requesteach Mortgaged Vessel registered under the laws and flag of the Republic of Xxxxxxxx Islands, instructions and consent. Furthermore, each such counsel shall, cover the perfection of the security interests granted pursuant to the extent requested, permit relevant Vessel Mortgage(s) and such other matters incidental thereto as the Rating Agencies and Administrative Agent may reasonably request. (f) On the Initial Purchasers Borrowing Date, the Administrative Agent shall have received from Ganado & Associates, special Maltese counsel to rely on their the Borrower and its Subsidiaries (or other counsel to the Borrower and its Subsidiaries qualified in such jurisdiction and reasonably satisfactory to the Administrative Agent), an opinion as if such opinion were addressed to the Administrative Agent and each of the Lenders and dated the Initial Borrowing Date covering the matters set forth in Exhibit D-6, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) in the case of each Mortgaged Vessel registered under the laws and flag of the Republic of Malta, cover the perfection of the security interests granted pursuant to the relevant Vessel Mortgage(s) and such partiesother matters incidental thereto as the Administrative Agent may reasonably request.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, in form and substance satisfactory to each such Transaction Party, of (a) Ronald W. FischerOxxxxx, Esq., in-house counsel to the Facility Lessee anx Xxxxxxxxx (xxxxh opinion shall include, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid Hxxxxxxxxx & Priest Sxxxxxxxx LLP, special counsel to the Facility Lessee anx XxxxxxxxxTVA, (b) Mxxxxxx X. Xxxx, Esq., Executive Vice President and General Counsel of TVA, (c) Davis Wright Hunton & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne Wxxxxxxx LLP, counsel to the Owner Participant Participant, and Pxxxxxx XxXxxxxxx, Vice President and Assistant General Counsel to Wachovia Corporation, (d) Rxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Oxxxx XxxxxxOwner Lessor, the Trust Company, and the Owner Trustee (xe) Bingham Dana Morris, James, Hitchens & Wxxxxxxx LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees Trustee and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial PurchasersThrough Trustee, in each case in form addressed to such Person, (f) Wxxxx, Tarrant & Cxxxx, LLP, local Kentucky counsel to TVA, (g) Butler, Snow, O’Mara, Sxxxxxx & Cxxxxxx, PLLC, local Mississippi counsel to TVA, and substance reasonably satisfactory (h) Waller, Lansden, Dxxxxx & Dxxxx, local Tennessee counsel to each Transaction PartyTVA. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.19 4(l) and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, (i) include as addressees the Rating Agencies and the Initial Purchasers or (ii) permit the Rating Agencies and the Initial Purchasers to rely on their its opinion as if such opinion were addressed to such parties.

Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated On the Closing Date, the Placement Agents ------------------- shall have received the following favorable opinions, each dated as of the Closing Date: (a) Ronald W. Fischerfrom Stinson Morrison Hecker LLP, Esq.counsel for the Offerors and addressed tx xxx Xuxxxxxxx, in-house xxx Xlacement Agents and WTC in substantially the form set forth on Exhibit B-1 attached hereto and incorporated herein by this ----------- reference, (b) from Richards, Layton & Finger, P.A., special Delaware counsel to the Facility Lessee anx Xxxxxxxxx Offxxxxx xxx xxxxxssed to the Purchaser, the Placement Agents and the Offerors, in substantially the form set forth on Exhibit B-2 attached hereto and ----------- incorporated herein by this reference and (xxxxh c) from Lewis, Rice & Fingersh, L.C., special tax counsel to the Offerors, axx xxdrxxxxd tx xxx Xxxxxxxxt Agents and the Offerors, addressing the items set forth on Exhibit B-3 attached hereto and ----------- incorporated herein by this reference, subject to the receipt by Lewis, Rice & Fingersh, L.C. of a representation letter from the Compxxx xn the forx xxx xxxxx xx Exhibit B-3 completed in a manner reasonably satisfactory to Lewis, Rice & ----------- Fingersh, L.C. (collectively, the "Ofxxxxxs' Counsel Opinions"). Ix xxxxxxxxx xxx Offerors' Counsel Opinions, counsel to the Offerors may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Offerors (copies of which shall be delivered to the Placement Agents and the Purchaser) and by government officials, and upon such other documents as counsel to the Offerors may, in their reasonable opinion, deem appropriate as a basis for the Offerors' Counsel Opinions. Counsel to the Offerors may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Offerors' counsel is not admitted to practice in the State of New York, the opinion of Offerors' counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Offerors' Counsel Opinions shall includenot state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, a favorable opinion with respect to the transfer by CCFC of its interest in the Undivided Interest and the Ground Interest to the Owner Lessor), (b) Thelen Reid & Priest LLP, special counsel to the Facility Lessee anx Xxxxxxxxx, (c) Davis Wright & Tremaine LLP, special regulatory counsel to the Facixxxx Xxxxxx, (d) Xxxxxxd and Hart LLP, Tribal counsel to the Facility Lessee, the Owner Participxxx, the Owner Lessor and the Initial Purchasers, (e) Karen Scowcroft, Esq., in-house counsel to the Equity Investor, (f) Xxxxx Xxxxxxxxne LLP, counsel to the Owner Participant and to the Oxxxx Xxxxxx, (x) Bingham Dana LLP, counsel to the Lease Indenture Company and the Inxxxxxxx Xxxxtee, (h) Bingham Dana LLP, counsel to the Pass Though Trustees and the Pass Xxxxxxx Xxxxany, (i) Ray Quinney & Nebeker, in-house counsel to the Lessor Manager and (x) Xxxxxxxxe Cxxxx, X Professional Corporation, Arizona counsel to the Xxxxxxxx Xxxxxe, the Owner Participant, the Owner Lessor and the Initial Purchasers, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel Legal Opinion Accord of the opinion referred to in this ABA Section 4.19 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall, to the extent requested, permit the Rating Agencies and the Initial Purchasers to rely on their opinion as if such opinion were addressed to such partiesBusiness Law (1991).