Opinion of Counsel for International Managers. The favorable opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the International Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Debevoise & Xxxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (1), (2), (5) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10), inclusive, (11) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for International Managers. The favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the International Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of Counsel for International Managers. The favorable opinion of Debevoise & Xxxxxxxx, counsel for the International Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of Counsel for International Managers. At the Closing Time, the Lead Manager(s) shall have received the favorable opinion and letter, each dated as of the Closing Time, of Cravath, Swaine & Xxxxx, counsel for the International Managers, together with signed or reproduced copies of such opinion and letter for each of the other International Managers with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectuses and other related matters as the Lead Manager(s) may reasonably require.
Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of each of (A) Xxxxxx & Austin, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (viii) through (x), inclusive, (xiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto and (B) Xxxxxxxx & Xxxxxx, Ltd., special counsel to the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for International Managers. At Closing Time, the Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers, in customary form and covering such matters as the International Managers may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its Subsidiaries and certificates of public officials.
Opinion of Counsel for International Managers. The favorable opinion of Shearman & Sterling, counsel for the International Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of Counsel for International Managers. The favorable opinion of Xxxxx & Wood LLP, counsel for the International Managers, in form and substance reasonably satisfactory to the Lead Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(a)(iii) hereof.
Opinion of Counsel for International Managers. At Closing Time, the International Managers shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx & Xxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers with respect to the matters set forth in clauses (i) (solely with respect to the Company), (ii) (solely with respect to the Company), (v) through (vii), inclusive, (ix) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the States of New York and California and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the International Managers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
