Common use of Opinion of Counsel for the Underwriter Clause in Contracts

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriter, in a form satisfactory to the Underwriter, with respect to such matters as the Underwriter may require. 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 General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the as of Closing Time, of SkaddenXxxxxx, ArpsSonsini, SlateXxxxxxxx & Xxxxxx, Xxxxxxx & Xxxx LLPProfessional Corporation, counsel for the Underwriter, in a form and substance satisfactory to the Underwriter, with respect to the effect set forth in Exhibit B hereto and to such matters further effect as the Underwriter may requirereasonably request. In giving such opinion such opinion, counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New YorkCalifornia, the General Corporation Law of the State of Delaware and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company CIBER and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated as of the Closing Time, of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLPProfessional Corporation, counsel for the Underwriter, in a form satisfactory to the Underwriter, with respect to such the incorporation and legal existence of the Company, the Securities, this Agreement, the Registration Statement and the Prospectus and other related matters as the Underwriter may require. 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 General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials. 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 Washington and the federal law of the United States, upon the opinion of counsel satisfactory to the Underwriter.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, and a negative assurance letter, dated as of the Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx Procter LLP, counsel for the Underwriter, in a form and substance reasonably satisfactory to the Underwriter, with respect to such matters as the Underwriter may require. In giving such opinion opinions or letters, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. Such counsel may also state that, insofar as such opinion involves opinions involve factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries Ventas Entities and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Shearman & Xxxx LLPSterling, counsel for the Underwriter, in a form satisfactory to the Underwriter, with respect to such the matters as set forth in clauses (i), (ii), (v) through (xi), inclusive, and the Underwriter may requirepenultimate 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 and the federal securities laws of the United StatesDelaware, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing TimeDate or the Additional Closing Date, as the case may be, the Underwriter shall have received the opinion, dated the Closing TimeDate or the Additional Closing Date, as the case may be, of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, counsel for the Underwriter, in a form satisfactory to the Underwriter, Underwriter with respect to such matters as the Underwriter may requirereasonably 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 General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. 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 and other representatives of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for the Underwriter. At the Closing Time, the Underwriter shall have received the opinionfavorable opinion and negative assurance letter, dated the Closing Time, of Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriter, in a form satisfactory to the Underwriter, with respect to such the matters as reasonably requested by the Underwriter may requireUnderwriter. In giving such opinion and negative assurance letter, 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 General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriter. Such counsel may also state that, insofar as such opinion and negative assurance letter involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.