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

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 13 contracts

Samples: Underwriting Agreement (California Republic Funding LLC), Underwriting Agreement (Carmax Auto Funding LLC), Underwriting Agreement (Merrill Auto Trust Securitization 2008-1)

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Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPllp, counsel for the Underwriters, in form and substance satisfactory together with signed or reproduced copies of such letter for each of the other Underwriters with respect to such matters as the UnderwritersRepresentatives shall reasonably request. In rendering giving such opinion, 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the UnderwritersRepresentatives.

Appears in 6 contracts

Samples: Purchase Agreement (Pebblebrook Hotel Trust), Purchase Agreement (Pebblebrook Hotel Trust), Purchase Agreement (Pebblebrook Hotel Trust)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance satisfactory together with signed or reproduced copies of such letter for each of the other Underwriters with respect to such matters as the UnderwritersRepresentatives shall reasonably request. In rendering giving such opinion, 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the UnderwritersRepresentatives.

Appears in 5 contracts

Samples: Purchase Agreement (Pebblebrook Hotel Trust), Underwriting Agreement (Inland Real Estate Corp), Purchase Agreement (Pebblebrook Hotel Trust)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 4 contracts

Samples: Underwriting Agreement (CarMax Auto Owner Trust 2004-1), Underwriting Agreement (CarMax Auto Owner Trust 2004-2), Underwriting Agreement (Carmax Auto Funding LLC)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPllp, counsel for the Underwriters, in form and substance satisfactory together with signed or reproduced copies of such letter for each of the other Underwriters with respect to such matters as the UnderwritersRepresentatives shall reasonably request. In rendering giving such opinion, 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 and the federal law securities laws of the United States, upon the opinions of counsel reasonably satisfactory to the UnderwritersRepresentatives.

Appears in 4 contracts

Samples: Purchase Agreement (Pebblebrook Hotel Trust), Underwriting Agreement (Pebblebrook Hotel Trust), Underwriting Agreement (Pebblebrook Hotel Trust)

Opinion of Counsel for the Underwriters. At the Closing TimeDate, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Nissan Auto Leasing LLC Ii), Underwriting Agreement (Nissan Auto Leasing LLC Ii), Underwriting Agreement (Nissan-Infiniti Lt)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters each Underwriter shall have received the favorable opinionopinions, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters. Such counsel may also state that, in form and substance satisfactory insofar as such opinion involves factual matters, they have relied, to the Underwriters. In rendering such opinionextent they deem proper, such counsel may rely, as to all matters governed by the laws upon certificates of jurisdictions other than the law officers of the State Underwriters and certificates of New York and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriterspublic officials.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Underwriting Agreement (Commercial Mortgage Pass THR Cert Ser 1998-C2), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Opinion of Counsel for the Underwriters. At the Closing TimeDate, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 3 contracts

Samples: Depositor LLC Agreement (Nissan Auto Lease Trust 2010-B), Depositor LLC Agreement (Nissan Auto Lease Trust 2010-A), Underwriting Agreement (Nissan Auto Leasing LLC Ii)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 2 contracts

Samples: Terms Agreement (Pooled Auto Securities Shelf LLC), Pooled Auto Securities Shelf LLC

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 2 contracts

Samples: Titling Trust Agreement (Nissan Auto Lease Trust 2003-A), Trust Agreement (Nissan Auto Lease Trust 2003-A)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance satisfactory together with signed or reproduced copies of such letter for each of the other Underwriters with respect to such matters as the UnderwritersRepresentative shall reasonably request. In rendering giving such opinion, 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the UnderwritersRepresentative.

Appears in 2 contracts

Samples: Purchase Agreement (Pebblebrook Hotel Trust), Purchase Agreement (Inland Real Estate Corp)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPXxxxxx Xxxxx & Xxxx llp, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 2 contracts

Samples: Pooled Auto Securities Shelf LLC, Underwriting Agreement (Carmax Auto Funding LLC)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Dechert LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Wachovia Auto Loan Owner Trust 2008-1)

Opinion of Counsel for the Underwriters. At the Closing TimeDate, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin [Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP], counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Nissan-Infiniti Lt)

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Opinion of Counsel for the Underwriters. At the Closing TimeDate, the Underwriters (including in each such Underwriter’s capacity as a TALF Agent) shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Depositor LLC Agreement (Nissan Auto Lease Trust 2009-B)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the UnderwritersUnderwriter. Such counsel may also state that, in form and substance satisfactory insofar as such opinion involves factual matters, they have relied, to the Underwriters. In rendering such opinionextent they deem proper, such counsel may rely, as to all matters governed by the laws upon certificates of jurisdictions other than the law officers of the State Underwriter and certificates of New York and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriterspublic officials.

Appears in 1 contract

Samples: Underwriting Agreement (Mortgage Pass Through Cert Series 1998-C3)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Orrick, Herrington & Sutcliffe LLP, counsel for the Underwriters, in form and substance satisfactory fxxx xxd xxxxxxxxx satxxxxxxxxx to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Trust Agreement (Nissan Auto Lease Trust 2004-A)

Opinion of Counsel for the Underwriters. At the Closing TimeDate, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering such opinion, such counsel may rely, as to all matters governed by (NALT 2008-A Underwriting Agreement) the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Nissan Auto Lease Trust 2008-A)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Certificate Underwriting Agreement (Wachovia Education Loan Funding LLC)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP____________, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Terms Agreement (Ml Asset Backed Corp)

Opinion of Counsel for the Underwriters. At the Closing TimeDate, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Oxxxxx, Hxxxxxxxxx & Sxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Nissan Auto Leasing LLC Ii)

Opinion of Counsel for the Underwriters. At the Closing TimeDate, the Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Sidley Austin Orrick, Herrington & Sutcliffe LLP, counsel for the Underwriters, in form and substance satisfactory fxxx xxd xxxxxxxxx satxxxxxxxxx to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Titling Trust Agreement (Nissan Auto Leasing LLC Ii)

Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPClifxxxx Xxxnce Rogexx & Xellx XXX, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering 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 and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

Appears in 1 contract

Samples: Terms Agreement (Ml Asset Backed Corp)

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