Common use of Opinion of Counsel for the Selling Shareholders Clause in Contracts

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel the respective lawyers for each of the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of XxxxSkadden, WeissArps, RifkindSlate, Xxxxxxx & Xxxxxxxx Xxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters and to the effect set forth set forth in Exhibit B heretoRepresentatives.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Underwriter shall have received the favorable opinion, dated the Closing Time, of XxxxXxxxxxxx & Xxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for LLP on behalf of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriter to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the Closing Time, of XxxxXxxxxx, Weiss, Rifkind, Xxxxxxx Xxxx & Xxxxxxxx LLP, Xxxxx-Xxxxx and Xxxxxxx Procter LLP, counsel for the Selling Shareholders, in form and substance satisfactory to and previously agreed to by counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters hereto and to such further effect as counsel to the effect set forth set forth in Exhibit B heretoUnderwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the U.S. Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling ShareholdersShareholders listed on Schedule E hereto, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B hereto.D hereto and to such further effect as counsel to the Underwriters may reasonably request

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Fxxxx & Xxxxxxxx Lxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for the Selling Shareholders, and of Walkers, counsel to Blackstone Offshore Capital Partners II L.P., each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoas counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At Each of the Closing Time, respective counsels for the Representatives Selling Shareholders shall have received furnished to the favorable Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of Xxxxas the case may be, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for and addressed to the Selling ShareholdersUnderwriters, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B heretoRepresentatives.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, to the effect set forth in Exhibit A-4 hereto and otherwise in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B heretoUnderwriter.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP[•], counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto .

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of XxxxXxxxxxxx, WeissXxx, RifkindXxxxxxxx & Ford, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request, each in form and substance satisfactory to counsel for the Underwriters.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Txxxxxxx Sxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPLLP and Miles & Stockbridge P.C., counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B B-1 and Exhibit B-2 hereto, respectively.

Opinion of Counsel for the Selling Shareholders. At the Closing TimeDate, the Representatives shall have received the favorable opinionopinions, dated as of the Closing TimeDate, of XxxxSkadden, WeissArps, RifkindSlate, Xxxxxxx & Xxxxxxxx Xxxx LLP, counsel for Brentwood, in the form heretofore provided to the Representatives, and of • , counsel for the other Selling Shareholders, to the effect set forth in Exhibit G hereto, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxx Xxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the U.S. Representatives shall have received the favorable opinionopinions, dated the as of Closing Time, of (i) Willkie, Xxxx & Xxxxxxxxx and (ii) Gordon, Altman, Butowsky, Weitzen, Shalov & Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, each in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters, substantially U.S. Underwriters to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx each of Ropes & Xxxxxxxx Gxxx LLP and Torys LLP, counsel counsels for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially in form and substance reasonably satisfactory to the effect set forth set forth in Exhibit B heretoRepresentatives.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of XxxxFried, WeissFrank, RifkindHarris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of in a form to be agreed and to such letter for each of the other Underwriters, substantially further effect as counsel to the effect set forth set forth in Exhibit B heretoUnderwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of XxxxMxxxxx and Calder (Cayman) LLP and Rxxxxxxx, WeissXxxxxx & Finger, Rifkind, Xxxxxxx & Xxxxxxxx LLPP.A., counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx & Xxxxxxxx LLPXxxxxx PLLC, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoD hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Ropes & Xxxxxxxx Xxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion, dated as of the Closing TimeDate, of XxxxGallop, WeissJxxxxxx & Nxxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLPX.X., counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B heretoG hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing TimeDate, the Representatives shall have received the favorable opinion, dated as of the Closing TimeDate, of XxxxXxxxxxxx, WeissLoop & Xxxxxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B heretoI hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B C hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Lead Managers shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling ShareholdersMatlin, and Xxxxx Xxxx LLP and Walkers, counsel for MAST Credit Opportunities I Master Fund Limited (“MAST”), each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoExhibits X-0, X-0 and B-3 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of XxxxMunsxx Xxxdx Xxxf & Xarr, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPX.C., counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Hxxxx Lovells US LLP, counsel for the Selling ShareholdersShareholders (other than MAF Partners, LLC), and of Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, counsel for MAF Partners, LLC, in form and substance satisfactory to hitherto agreed with counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of XxxxStraxxxx, WeissXxxxx, RifkindXxevxxx & Xounx, Xxxxxxx & Xxxxxxxx LLPXXP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling ShareholdersShareholders acceptable to the Representatives in their sole discretion, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of XxxxBlank Rome, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel for to all of the Selling Shareholders, Shareholders in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoD hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of XxxxXxxxxx and Xxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of XxxxXxxxxx Xxxx Xxxx Xxxxxx Xxxxxx Xxxxxx & Xxxxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoB-1 and Exhibit B-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of XxxxWallxx Xxxsxxx Xxxxxx & Xavix, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPX Professional Limited Liability Company, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, one or more counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Alston & Xxxxxxxx Bird LLP, counsel for each of the Selling Shareholders, in form and foxx xxx substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives The Representative shall have received the favorable opinion, dated the Closing Time, opinion of Xxxx, Weiss, Rifkind, Axxxxx & Pxxxxx Kxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B Annex D hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinion or opinions, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of XxxxSheppard, Weiss, RifkindMullin, Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the Closing Time, of XxxxXxxxxxxx & Xxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for Xxxx Xxxxx & Xxxxxxx LLP, and Xxxxx Xxxxxxxxx LLP, on behalf of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx & Xxxxxxxx Dodge LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP* , counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion, dated as of the Closing TimeDate, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel counsels for the each Selling ShareholdersShareholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B H-1 and Exhibit H-2 hereto, as applicable, and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in substantially the form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B E hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxx Lovells US LLP, counsel for the Selling ShareholdersShareholders (other than MAF Partners, LLC), and of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for MAF Partners, LLC, in form and substance satisfactory to hitherto agreed with counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPHodxxxx Xxxx XXP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B hereto.hereto and to such further effect as counsel to the Underwriters may reasonably request. (f) (g)

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of XxxxShalom Leaf, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPP.C., counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of XxxxXxxxx & Xxxxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPL.L.P., counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives The Representative shall have received the favorable opinion, dated the Closing Time, opinion of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Shareholders, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B Annex D hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling ShareholdersShareholders (which counsel shall be satisfactory to the Representatives), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, each dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Proskauer Rose LLP, Sxxxxx Xxxxxx LLP and Mxxxxxxx & Fxxxxxxx LLP, each as counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxx & Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, each counsel for the Selling ShareholdersShareholders (which counsel shall be satisfactory to the Representatives), each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoA-3 hereto and to such other effect as counsel for the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of XxxxBattle & Fowlxx XXX, WeissKirkxxxx & Xllix xxx the general counsel of Adobe Systems, RifkindInc., Xxxxxxx & Xxxxxxxx LLP, constituting counsel for all the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx & Xxxxxxxx Lardner LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPBroad and Xxxxxx, counsel for the Selling Shareholders, in the form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B heretoand to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Drinker Xxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, Shareholders in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to such effect as counsel to the effect set forth set forth in Exhibit B heretoUnderwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Mxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxx & Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory reasonably acceptable to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx each of [Xxxxxxxx & Xxxxxxxx Xxxxx LLP] and [ ], counsel for the Code Selling Shareholders and the Other Selling Shareholders, respectively, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx & Xxxxxxxx LLPAssociates, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, the respective counsel for each of the Selling Shareholders, as indicated in Schedule B hereto, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B C hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the each Selling ShareholdersShareholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters substantially to the effect set forth set forth in Exhibit B heretoE hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of XxxxMiller, WeissEgan, Rifkind, Xxxxxxx Xxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP_______________, counsel for the Selling ShareholdersShareholder(s), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of XxxxWeatherford, WeissThompson, RifkindQuick & Xxxxxxxxxxx, Xxxxxxx & Xxxxxxxx LLPP.C., counsel for the Selling Shareholders, in substantially the form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of XxxxXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of XxxxShalom Leaf, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPP.C., counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxxx & Xxxxxxxx LLPXxxxx, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the Closing Time, of XxxxXxxxxxxx & Xxxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for Xxxx Xxxxx & Xxxxxxx LLP, and Xxxxx Xxxxxxxxx LLP, on behalf of the Selling Shareholders, in 603078671.2 41393354_7 form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Winston & Xxxxxxxx Sxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the UnderwritersUnderwriters and substantially as set forth in Exhibit B hereto, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP[Xxxx Xxxxxxx], counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLPXxxxxxx & Xxxxxxx, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx NI Jxxxxx & Xxxxxxxx LLPAssociates, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoE hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Txxxxxxx Xxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters to the effect set forth set forth in Exhibit B heretoC hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Ropes & Xxxxxxxx Xxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives shall have received the favorable opinionopinions, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxx Xxxx & Xxxxxxxx LLP, Xxxxx-Xxxxx and Xxxxxxx Xxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to and previously agreed to by counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially Underwriters hereto and to such further effect as counsel to the effect set forth set forth in Exhibit B heretoUnderwriters may reasonably request.

Opinion of Counsel for the Selling Shareholders. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of XxxxXxxxxx, Weiss, Rifkind, Xxxxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.