Common use of Opinion of Counsel for Underwriters Clause in Contracts

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Hunton & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Xxxxxxxx LLP with respect to such the matters as the Underwriters may reasonably request. 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 of the Company, the Manager and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and 10b-5 statement, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Blank Rome LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At On the Closing TimeDate, the Representatives shall have received the favorable an opinion, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx & Xxxx Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to the Representatives. Such counsel may state that, insofar as such matters as opinion involves factual matters, they have relied, to the Underwriters may reasonably requestextent they deem proper, upon certificates of officers of the Bank and of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx London LLP, U.S. counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxx & Xxxx Xxxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to and such matters counsel shall have received such papers and information as the Underwriters they may reasonably requestrequest to enable them to pass upon the matters included therein.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Hunton & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At On the Closing TimeDate, the Representatives shall have received the favorable an opinion, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and 10b-5 statement, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLPDLA Piper LLP (US), counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and negative assurance statement, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Procter LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to the Representative, and such matters counsel shall have received such papers and information as the Underwriters they may reasonably requestrequest to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, each dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, LLP with respect to such the matters as the Underwriters may reasonably request. 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 of the Company and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Underwriters Representatives may reasonably requestrequest and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Hunton & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated as of the Closing Time, an opinion and a negative assurance statement of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies dated as of such letter for each of the other UnderwritersClosing Time, with respect to such matters as may be reasonably requested by the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in the other form and substance reasonably satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion, dated as of the such Closing TimeDate, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling, LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance reasonably satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Procter LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Procter LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Dxxxx Xxxx & Xxxx Wxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives shall have received the favorable opinionletter, dated as of the Closing TimeDate, of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters (“Underwriters’ Counsel”), together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to the Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto and such other matters as the Underwriters Representatives may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Hunton & Xxxx Xxxxxxxx LLP, special counsel for the Underwriters, together with signed or reproduced copies addressed to the Underwriters, in form and substance satisfactory to the Underwriters. 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 such letter for each officers of the other Underwriters, with respect to such matters as Company and the Underwriters may reasonably requestManager and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance reasonably satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and disclosure letter, reasonably satisfactory to them, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriters. Such counsel may state that, together with signed or reproduced copies insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of such letter for each officers of the other Underwriters, with respect to such matters as the Underwriters may reasonably requestCompany and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance reasonably satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, each dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Underwriters Representatives may reasonably requestrequire.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, each dated as of the Closing Time, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, United States counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such the matters as the Underwriters Representatives may reasonably requestrequire.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Xxxxxxxx Chance US LLP, counsel for the Underwriters, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Underwriters may reasonably requestextent requested.

Opinion of Counsel for Underwriters. At On the Closing TimeDate, the Representatives shall have received the favorable opinionan opinion and negative assurance letter, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxxxxx Xxxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance reasonably satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, in the form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. Such counsel may state that, with respect insofar as such opinion involves factual matters, they have relied, to such matters as the Underwriters may reasonably requestextent they deem proper, upon certificates of officers of the Company, the Manager and their subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives shall have received the favorable opinion, dated as of the Closing TimeDate, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, with respect in form and substance reasonably satisfactory to the Representatives, and such matters counsel shall have received such papers and information as the Underwriters they may reasonably requestrequest to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and 10b-5 statement, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Gxxxxxxxx Traurig LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Weil, Gotshal & Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLPXxxxxx L.L.P., counsel for the Underwriters, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Dechert LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives shall have received the favorable opinionletter, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx & Xxxx Xxxxxxxxx LLP, counsel for the Underwriters (“Underwriters’ Counsel”), together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to the Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto and such other matters as the Underwriters Representatives may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance statement, each dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives shall have received the favorable opinion, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx & Xxxx LLPXxxxxx L.L.P., counsel for the Underwriters, together with signed or reproduced copies of in form and substance reasonably satisfactory to the Representatives, and such letter for each of the other Underwriters, with respect to counsel shall have received such matters papers and information as the Underwriters they may reasonably requestrequest to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion, dated as of the Closing TimeDate, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, with respect in form and substance reasonably satisfactory to the Representative, and such matters counsel shall have received such papers and information as the Underwriters they may reasonably requestrequest to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxx LLPXxxxxxxx, counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Underwriters shall have received the favorable opinionan opinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect relating to such matters as the Underwriters may reasonably requestrequire.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Xxxxx, Xxxxx, Harris, Shriver, and Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Hunton & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Blank Rome LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Underwriters Representative may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Xxxxxxxx and Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLPXxxxx Day, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to the Representatives, and such matters counsel shall have received such papers and information as the Underwriters they may reasonably requestrequest to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, an opinion of Xxxxxx Xxxxxxx & Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies dated as of such letter for each of Closing Time, in form and substance satisfactory to, and addressed to, the other Underwriters, with respect to such matters as the Underwriters Representative may reasonably requestrequire, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Opinion of Counsel for Underwriters. At On the Closing TimeDate, the Representatives shall have received the favorable an opinion, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the The Representatives shall have received the favorable opinion, dated as of on the Closing TimeDate and the Option Closing Date, if any, the opinion of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed dated the Closing Date or reproduced copies of such letter for each of the other UnderwritersOption Closing Date, if any, with respect to such formation of the Partnership and other matters as the Underwriters Representatives may reasonably request, and such counsel shall have received such papers and information as they reasonably request to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Underwriters shall have received the favorable opinionan opinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxxx, Xxxxx & Xxxx Bockius LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect relating to such matters as the Underwriters may reasonably requestrequire.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, in the form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLPDLA Piper LLP (US), counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and 10b-5 statement, dated as of the Closing Time, of Xxxxxx Xxxxxxx Cxxxxxx & Xxxx Mxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLPXxxxxx, P.C., counsel for the Underwriters, together with signed or reproduced copies of such letter in form and substance reasonably satisfactory to counsel for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxx Xxxxx Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. Such counsel may state that, with respect insofar as such opinion involves factual matters, they have relied, to such matters as the Underwriters may reasonably requestextent 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLPCxxxx X’Xxxxxx P.C., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Underwriters may Representative shall reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Xxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters Representatives may reasonably requestrequire.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Underwriters Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestUnderwriters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in a form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Cxxxxx Xxxxxx Xxxxxxx & Xxxx LLPRxxxxxx llp, counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters. Such counsel may also state that, with respect insofar as such opinion involves factual matters, they have relied, to such matters as the Underwriters may reasonably requestextent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionan opinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, 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 the Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. 1. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLPXxxxx Xxxxx L.L.P., counsel for the Underwriters, 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, with respect Underwriters to such matters as the Underwriters may reasonably requesteffect set forth in Exhibit A-5 hereto.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx & Xxxx Xxxxx Xxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Underwriters. At the Closing Time and Additional Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time or the Additional Closing Time, as the case may be, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such matters as the Underwriters may reasonably requestrequire, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, LLP with respect to such the matters as the Underwriters may reasonably request. 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 of the Company and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At On the Closing TimeDate, the Representatives shall have received the favorable an opinion, dated as of the Closing TimeDate, of Sxxxxx Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to the Representatives. Such counsel may state that, insofar as such matters as opinion involves factual matters, they have relied, to the Underwriters may reasonably requestextent they deem proper, upon certificates of officers of the Bank and of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxxx Xxxx and Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance reasonably satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives shall have received the favorable opinion, dated as of the Closing TimeDate, of Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion and 10b-5 statement, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx LLPCozen X’Xxxxxx P.C., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance previously agreed to by, and reasonably satisfactory to, the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel for the Underwriters. Such counsel may also state that, together with signed or reproduced copies insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of such letter for each officers and other representatives of the other Underwriters, with respect to such matters as Company and the Underwriters may reasonably requestSubsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Shearman & Xxxx Sterling LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, Underwriters with respect to such the matters as the Underwriters Representatives may reasonably requestrequire.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx White & Xxxx Case LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Proskauer Rose LLP, counsel for the Underwriters, together with signed or reproduced copies in form and substance satisfactory to the Underwriters. 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 such letter for each officers of the other Underwriters, with respect to such matters as the Underwriters may reasonably requestFirst Eagle Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx White & Xxxx Case LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance reasonably satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxx Xxxxxxx Cravath, Swaine & Xxxx Xxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such any matters as the Underwriters Representatives may reasonably requestrequire.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx Cravath, Swaine & Xxxx Xxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Procter LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance reasonably satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representatives shall have received the favorable opinion, dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx & Xxxx Xxxxx Xxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect in form and substance satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Winston & Xxxxxx Xxxxxxx & Xxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in form and substance satisfactory to the other Underwriters, with respect to such matters as the Underwriters may reasonably requestRepresentative.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinions, dated as of the Closing Time, of Xxxxxx Xxxxxxx Bracxxxxx &Xxtterson, L.L.P. and of Skadden, Arps, Slate, Meagxxx & Xxxx LLPXlom XXX, co-counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx Xxxxxxx & Xxxx Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters in form and substance satisfactory to such matters as the Underwriters may reasonably requestRepresentatives.