Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxxx LLP, counsel to the Agents, with respect to the incorporation of the Company, this Agreement, the Notes and the Indenture, and other related matters as the Agents may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In giving such opinion Xxxxx Xxxxx LLP shall additionally state that they have examined various documents and participated in conferences with representatives of the Company and its counsel and with representatives of the Agents at which times the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or in the documents incorporated by reference therein, and are not making any representation that they have independently verified or checked the accuracy, completeness or fairness of such statements, no facts have come to such counsel’s attention that cause them to believe that the Registration Statement or any amendment thereto at the time the Registration Statement or amendment (including the filing of an Annual Report on Form 10-K with the Commission) became effective or was filed, as the case may be, contained 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 statements therein not misleading, or that the Prospectus or any amendment or supplement thereto as of its date, if applicable, and at the Settlement Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as of the date of such opinion 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 statements therein, in the light of the circumstances under which they were made, not misleading, except in each such case, such counsel may state that they are expressing no view as to the financial statements and related schedules or t...
Opinion of Counsel to the Agents. The opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Agents, to the effect that:
Opinion of Counsel to the Agents. The opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Agents, covering the matters referred to in subparagraph (1) under the subheadings (i), (v), (vi), (vii), (ix), (x) and (xi) above.
Opinion of Counsel to the Agents. The Agents shall have received, on each Representation Date, an opinion of Xxxxxx & Whitney LLP, outside counsel for the Agents, dated such date and addressed to each Agent, in form and substance reasonably satisfactory to each Agent.
Opinion of Counsel to the Agents. The opinion of Stroock & Xxxxxxx & Xxxxx LLP, counsel to the Agents, covering the matters referred to in subparagraph (1) under the subheadings (iv) through (vii), inclusive, above. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the United States, to the extent deemed proper and specified in such opinion, upon counsel for the Corporation or upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Corporation; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Corporation and the Principal Subsidiary Bank and public officials.
Opinion of Counsel to the Agents. The opinion of Xxxxx & Xxxx, counsel to the Agents, dated as of such Closing Date or Settlement Date, covering the matters referred to in subparagraph (1) under the subheadings (i) and (iv) to (x), inclusive.
Opinion of Counsel to the Agents. The opinion of Xxxxx & Wood -------------------------------- llp, counsel to the Agents, covering the matters referred to in subparagraph (1) under the subheadings (i) and (iv) to (x), inclusive, above.
Opinion of Counsel to the Agents. (i) An opinion, dated such date, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the Agents (or the Purchaser, as the case may be) covering the matters set forth in Exhibit D hereto; and (ii) a negative assurance letter, dated such date, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the Agents (or the Purchaser, as the case may be) covering such other matters as the Agents (or the Purchaser, as the case may be) may reasonably require.
Opinion of Counsel to the Agents. The Agents shall have received, no later than the second business day following each Representation Date, an opinion of Xxxxx Day, outside counsel for the Agents, dated such date and addressed to the Agents, in form and substance reasonably satisfactory to the Agents; provided, however, that the obligation of Xxxxx Day under this Section 4(g) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.
Opinion of Counsel to the Agents. The opinion of O’Melveny & Xxxxx LLP, counsel to the Agents, covering the matters referred to in subparagraph (1) under the subheadings (i), (iii) through (vii) inclusive, and (ix) of this Section 5(a) and addressing substantially the matters referred to in Section 2(a)(xiii), except that such counsel shall give the opinion in Section 5(a)(1)(iv) and (v) applying New York law to the Indenture and to the Notes and the opinion relating to the Company’s receipt of any notices pursuant to Rule 401(g)(2) of the 1933 Act Regulations shall be limited to such counsel’s knowledge.
