Common use of Opinion of Counsel for Underwriter Clause in Contracts

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable to the Underwriter. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, in a form with respect to such matters as the Underwriter may reasonably acceptable to the Underwriterrequest. 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 Underwriter. At the Closing Time, the Underwriter shall have received the opinionfavorable opinion and negative assurance statement, each dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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 Underwriter. At the Closing Time, the Underwriter shall have received the opinionan opinion and negative assurance letter, dated the Closing Time, of Cxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Rxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable Underwriter with respect to such matters as the UnderwriterUnderwriter 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable Underwriter as to such matters as the UnderwriterUnderwriter 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Hunton & Xxxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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, York and 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 Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter. 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 reasonably satisfactory to the UnderwriterUnderwriter . 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 Underwriter. At the Closing Time, the Underwriter shall have received the opinionan opinion and negative assurance letter, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable Underwriter with respect to such matters as the UnderwriterUnderwriter 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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, York and 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 Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx llp, counsel for the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter. 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 reasonably satisfactory to the UnderwriterUnderwriter . 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 Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the as of Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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 Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Ropes & Xxxxxxxx Xxxx LLP, counsel for the Underwriter, in a form reasonably acceptable to with respect such matters as the UnderwriterUnderwriter 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 UnderwriterRepresentatives. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Ropes & Xxxxxxxx Xxxx LLP, counsel for the Underwriter, in a form reasonably acceptable to with respect such matters as the UnderwriterUnderwriter 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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 York 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 and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter Representative shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx Cxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Hxxxxxxx LLP, counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter in a form reasonably acceptable and substance satisfactory to the UnderwriterRepresentative. 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 York and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the UnderwriterRepresentative. 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 Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx Shearman & Xxxxxxxx Sterling LLP, counsel for the Underwriter, in a form reasonably acceptable satisfactory to the Underwriter. 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 Underwriter. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx Sidley Austin LLP, counsel for the Underwriter, in a form reasonably acceptable with respect to those matters requested by the Underwriter. In 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, the General Corporation Law of the State of Delaware and the federal securities laws law of the United States, the Delaware General Corporation Law and the Delaware Revised Uniform Limited Partnership Act, 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 or authorized representatives of the Company and its subsidiaries Company, the Operating Partnership, the other Simon Entities, the Selling Shareholder and certificates of public officials.

Opinion of Counsel for Underwriter. At the Closing Time, the Underwriter shall have received the opinion, dated the as of Closing Time, of Cxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPRxxxxxx llp, counsel for the Underwriter, in a form reasonably acceptable and substance satisfactory to the Underwriter. 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 Subsidiaries and certificates of public officials.