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 the Closing Time, of Sidley Austin 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin 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 Representatives may require. 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 and the federal securities laws law of the United States, States upon the opinions of counsel reasonably satisfactory to the Representatives, including counsel of the Company. 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/or any of the 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 Sidley Austin Xxxxxx, 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 Representatives may require. 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 and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such In rendering such opinion, such counsel may also state that, insofar rely as such opinion involves factual matters, they have reliedto matters of fact (but not as to legal conclusions), to the extent they deem proper, upon on certificates of responsible 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 shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx, 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 Representatives may require. 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 and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such In rendering such opinion, such counsel may also state that, insofar rely as such opinion involves factual matters, they have reliedto matters of fact (but not as to legal conclusions), to the extent they deem proper, upon on certificates of responsible 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 shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPllp, 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin 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 Representatives may require. 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 and the federal securities laws law of the United States, States upon the opinions of counsel reasonably satisfactory to the Representatives, including counsel of the Company. 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/or any of the 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 Sidley Austin Xxxxx & XxXxxxx 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 Representatives may requireshall reasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the 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 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 the Advisor and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of 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 reasonably satisfactory to such matters as the Representatives may requireUnderwriters. 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin from Dechert 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 Registration Statement, the Prospectus and other related matters as the Representatives Underwriters may reasonably require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated the as of Closing Time, of Sidley Austin 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx, Xxxxx & Xxxxxxx 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & 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 Representatives may require. 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 and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Pillsbury Winthrop LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters in form and substance satisfactory to the Underwriters, with respect to such matters as the Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin from Dechert 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 Registration Statement, the Prospectus and other related matters as the Representatives Representative may reasonably require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin from Xxxxxxxx & 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 the Registration Statement, the Prospectus and other related matters as the Representatives Representative may reasonably require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxx Xxxx & Xxxxxxxxx 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxxxxx & Xxxxxxx LLP, 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Clifford Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters substantially to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx Xxxxxx & Xxxxxxx 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 Representatives may require. 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 and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 THL Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Hxxxx Xxxxxxx US 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 Representatives may require. 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives may requireshall reasonably request. In giving such opinion, such counsel may relyrely upon the opinion of Xxxxxxx LLP, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal securities laws of the United StatesMaryland, upon the opinions of counsel satisfactory and, to the Representativesextent necessary, such other counsel for the Company referred to in Section 5(b) above. Such counsel may also state that, insofar as such opinion involves factual matters, they have it has relied, to the extent they deem it deems 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 the Closing Time, of Sidley Austin Xxxxxxxxx & Xxxxxxx 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 to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPDLA Piper LLP (US) (“DLA”), counsel for the Underwriters, together with signed or reproduced copies of such letter for each of . The opinion shall address the other Underwriters, with respect to such matters as the Representatives may requirereasonably request. 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 and the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin Xxxxx & XxXxxxx LLP, counsel for the Underwriters, as to such matters as the Underwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters, with respect to such matters as the Representatives may require. 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx, 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 Representatives 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & 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 Representatives may require. 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 and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Underwriters, as to such matters as the Underwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters, with respect to such matters as the Representatives may require. 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to for the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin 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 Representatives may requireshall reasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 the Subsidiary and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of 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 a form reasonably satisfactory to such matters as the Representatives may requireUnderwriters. 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Squire Xxxxxx Xxxxx (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 to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the 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 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 THL Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPDxxxx Xxxx & Wxxxxxxx, 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives may requireshall reasonably request. In giving such opinion, such counsel may rely, rely upon the opinion of Xxxxxxx LLP as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesMaryland. 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 Transaction Entities and its their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & 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 Representatives may requireto be agreed upon. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters substantially to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable an opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx 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 Representatives Representative may requirereasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives Representative 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPllp, 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 Representatives Representative may require. 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, 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 Representatives may requireeffect set forth in Exhibit C hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Lxxxxx & Wxxxxxx 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 Representatives may require. 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin 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 Representatives Underwriters reasonably may requirerequest. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, as to such matters as the Representatives shall reasonably request, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Hogan Lovells US 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 Representatives may require. 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx 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 Representatives may require. 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 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 Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx, Xxxxx & Bockius 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 THL Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPShearman & Sterling, 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 Representatives may requireRepresentatives. 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 York, and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, 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 Representatives may requireeffect set forth in Exhibit C hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative(s). 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxx Lovells US 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Skadden, Arps, 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxxxxxxxx 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 Representatives may requireshall reasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & 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 satisfactory to such matters as the Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Guarantor and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative(s) shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US LLP, 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 Representatives may requireeffect set forth in Exhibit D hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative(s). 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxxxx & Xxxxxxxx LLP, 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin Xxxxx & XxXxxxx LLP, counsel for the Underwriters, as to such matters as the Representatives shall reasonably request, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may require. 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to the RepresentativesCompany. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin 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 Representatives may requireshall reasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 CWH and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Clifford Chance US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters substantially to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Trust and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US 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 Representatives may requireset forth in Exhibit B hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time the Closing Time, the Representatives Lead Managers shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPXxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the UnderwritersInternational Managers, together with signed or reproduced copies of such letter for each of the other UnderwritersInternational Managers, with respect to such matters as the Representatives may requirecertain matters. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representativesyou. Such counsel may also state that, insofar as such opinion involves involved 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPllp, 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Clifford Chance US LLP, counsel for the Underwriters, together with signed xxxxxx or reproduced copies of such letter for each of the other Underwriters, with respect Underwriters to such matters as the Representatives may requireeffect set forth in Exhibit B hereto. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Fund and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx Xxxxxx 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 Representatives may requireshall reasonably request. In giving such opinion, such counsel may rely, rely upon the opinion of Xxxxxxx LLP as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesMaryland. 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 Transaction Entities and its their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 reasonably requested by the Representatives may requireRepresentatives. 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPXxxxx Xxxx & Xxxxxxxx, 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Company, HRH and its their respective subsidiaries 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 the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx 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 Representatives may requireRepresentatives. 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 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 Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxx 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 Representatives may require. 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx 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 Representatives may require. 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 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 RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives may require. 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 York, the and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time and any Option Closing Time, the Representatives shall have received the favorable opinion, dated the date of the Closing Time, of Sidley Austin LLP______________, counsel for the Underwriters, as to such matters as the Underwriters shall reasonably request, together with signed or reproduced copies of such letter thereof for each of the other Underwriters, with respect to such matters as the Representatives may require. 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 and the federal securities laws law of the United States, States upon the opinions of counsel satisfactory to the RepresentativesCompany. 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.. Table of Contents

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Bird 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 to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinionopinion as reasonably approved by the Underwriters, dated the as of Closing Time, of Sidley Austin Xxxxxxxx Chance US 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Fund and its subsidiaries the Advisers 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 Sidley Austin LLPDewey & XxBoexx XXX, 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 Representatives may requireshall reasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters, Underwriters with respect to such matters as the Representatives may reasonably require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Navios Parties and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPCleary, Gottlieb, Xxxxx & Xxxxxxxx, 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 Representatives they may requirereasonably request. 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 and York, the federal securities laws law of the United States, and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing TimeDate, the Representatives Representative shall have received the favorable opinion, dated the Closing TimeDate, of Sidley Austin Xxxxxx & Bird 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 Representatives Representative may require. 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Sidley Austin Hunton Xxxxxxx Xxxxx LLP, counsel for to 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Cxxxxxxxx & Bxxxxxx 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 to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Representative, the Forward Seller and the Forward Purchaser shall have received the favorable opinion, dated the Closing Time, of 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 Representative and to such matters as the Representatives may requireForward Seller and the Forward Purchaser. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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, public officials and certificates of public officialsothers.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin LLPXxxx Xxxxxx, PC, 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 to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, opinion dated the as of Closing Time, of Sidley Austin LLPRopes & Xxxx, 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 Representatives may require. 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 Commonwealth of New York Massachusetts and the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated the Closing Time, of Sidley Austin Hxxxx Lovells 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 to such matters as the Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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 Underwriters. At the Closing Time, the Representatives Underwriters shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin LLPXxxxxx & Xxxxxx L.L.P., 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 Representatives may require. 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 and the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated the as of Closing Time, of Sidley Austin Sxxxxxx Xxxxxxx & Bxxxxxxx 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 Representatives Underwriters may requirerequest. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Fund and its subsidiaries the Investment Adviser and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxxxx & 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Xxxxxx & Xxxxxx 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx Xxxxxx 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 Representatives may requireshall reasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 CWH 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 Sidley Austin Hxxxx Lovells US 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Sidley Austin 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 Representatives 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 and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the as of Closing Time, of Sidley Austin Ropes & 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 Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, States upon the opinions of counsel reasonably satisfactory to the Representatives, including counsel of the Company. 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/or any of the Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Sidley Austin LLPHunton Andrexx Xxxtx XXX, counsel for xxxxxxl to 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 Representatives may require. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and letter, dated the as of Closing Time, of Sidley Austin Cravath, Swaine & Xxxxx LLP, counsel for the Underwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters, with respect Underwriters in form and substance satisfactory to such matters as the Representatives may requireRepresentatives. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the Representatives. 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 Company, 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 Sidley Austin Xxxxx & XxXxxxx 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 Representatives may requireRepresentative shall reasonably request. 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 and the federal securities laws law of the United States, upon the opinions of counsel satisfactory to the RepresentativesRepresentative. 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.