Common use of Opinion of Counsel for Underwriters Clause in Contracts

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may reasonably requestrequire. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Fried, Frank, Harris, Xxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 as of the Closing Time, of Ropes Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as reasonably requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Sidley Austin LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Closing Time, of Ropes & Xxxx Freshfields Bruckhaus Dxxxxxxx US LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance reasonably satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. 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 law of the United States and the laws of the State of New York, 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 of the Company, certificates of representatives Company and/or any of the applicable trustees 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 Ropes & Xxxx Gray LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the sale of the Securities and other related matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Hunton & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. 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 law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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, addressed to the Underwriters and dated as of the Closing Time, of Ropes Hunton & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Xxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, of Ropes & Xxxx LLPDLA Piper LLP (US), the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed in a form reasonably satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect as to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Shearman & Xxxx Sterling LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives Trust or the Guarantor and the subsidiaries of the applicable trustees Guarantor and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the special counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to Underwriters. The opinion shall address the Underwriters with respect to such matters as the Representatives Underwriters may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes from Xxxxxxxxxx Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the Registration Statement, the Prospectus and other related matters as the Representatives Representative may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than and the federal law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Shearman & Xxxx Sterling LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of Company and the applicable trustees Subsidiary 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 Ropes Dxxxx Xxxx & Xxxx Wxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as reasonably requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx LLPXxxx, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as previously designated by the Representatives may reasonably requestRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of The Commonwealth of Massachusetts, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 as of the Closing Time, of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the counsel for to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes & Xxxx Xxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives Representative may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Ropes Xxxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may reasonably requestrequire. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 as of the Closing Time, of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect as to such matters as the Representatives Representative may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Shearman & Xxxx Sterling LLP, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxxx Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestyou. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Shearman & Xxxx Sterling LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed in a form reasonably satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxx Xxxx & Xxxx LLPXxxxxxxx, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 negative assurance letter, dated as of the Closing Time, of Ropes & Xxxx Gray LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the sale of the Securities and other related matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx Sidley Austin LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may reasonably requestagreed upon matters. 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 law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of and other representatives of the applicable trustees Operating Partnership, Company and 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 as of the Closing Time, of Ropes & Xxxx LLP[ ], the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of representatives of the applicable trustees WhiteHorse Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx Freshfields Bruckhaus Dxxxxxxx US LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance reasonably satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. 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 law of the United States and the laws of the State of New York, 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 of the Company, certificates of representatives Company and/or any of the applicable trustees 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 Ropes & Xxxx Xxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx Xxxxx Xxxxxxxxxx LLP, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Ropes Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may reasonably requestrequire. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Sidley Austin LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx LLPSidley Austin llp, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws Limited Liability Company Act of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 as of the Closing Time, of Ropes & Xxxx Xxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives Representative(s) may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork and the federal securities laws 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 of the Company, certificates of and other representatives of the applicable trustees Company and its Subsidiary and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 10b-5 statement, dated as of the Closing Time, of Ropes Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as reasonably requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Gxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives Representative may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Xxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Hunton Xxxxxxx Xxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter opinions for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may shall reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the UnderwritersUnderwriters in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives Underwriters may reasonably request. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes O’Melveny & Xxxx Xxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed Underwriters, in a form reasonably satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Sidley Austin LLP, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of representatives of the applicable trustees Gxxxxxxx Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable an opinion, dated as of Closing Time, of Ropes Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 negative assurance letter, dated as of the Closing Time, of Ropes & Xxxx Sidley Austin LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable an opinion, dated as of the Closing Time, of Ropes Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives Representative may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Fried, Frank, Harris, Shriver & Xxxx LLPJacobson, the counsel for the Underwriters, together with signed or reproduced copies xx xxxrodxxxx xxxies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestagreed upon matters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx LLPGray, the xxe counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, 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 of the CompanyCompany and the Subsidiaries, certificates of representatives of the applicable trustees 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 Ropes & Xxxx LLP, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of representatives of the applicable trustees WhiteHorse Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx Gray LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, 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 of the Company, certificates of representatives of the applicable trustees and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx LLPXxxxx Xxxxx, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Ropes Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as reasonably requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New YorkYork 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, certificates of representatives of the applicable trustees 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 Ropes & Xxxx LLPSidley Austin llp, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of representatives of the applicable trustees Gxxxxxxx Entities 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 Ropes & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxxx & Xxxx LLPXxxxxx L.L.P., the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees Partnership 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 Ropes XxXxxxxxx Will & Xxxx Xxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives Representative may reasonably requestrequire. 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 United States and the laws of the State of New YorkYork 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 Representative of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxxx & Xxxx LLPXxxxxxx, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such certain matters as requested by the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx SNR Xxxxxx US LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to Underwriters. The opinion shall address the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Xxxxxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentative. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Gxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives Representative may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 Representative of the Company, certificates of representatives of the applicable trustees 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 Ropes & Xxxx LLP[ ], the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of representatives of the applicable trustees Gxxxxxxx Entities and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Ropes & Xxxx Gxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter opinions for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may shall reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Shearman & Xxxx Sterling LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Sxxxxxx Xxxxxxx & Xxxx Bxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as reasonably requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and 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 as of Closing Time, of Ropes & Xxxx Freshfields Bruckhaus Xxxxxxxx US LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance reasonably satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. 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 law of the United States and the laws of the State of New York, 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 of the Company, certificates of representatives Company and/or any of the applicable trustees Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxx Xxxx & Xxxx LLPXxxxxxxx, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentative. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Skadden, Arps, Slate, Mexxxxx & Xxxx LLPFlxx XLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters Underwriters, with respect to such matters as the Representatives may reasonably requestrequire. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Fried, Frank, Harris, Xxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees Navios Parties and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, 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 of the CompanyCompany or the Guarantor, as applicable, certificates of representatives of the applicable trustees 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 Ropes & Xxxx Sidley Austin LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as the Representatives Representative may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed in a form reasonably acceptable to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx LLP[ ], the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of representatives of the applicable trustees Gaxxxxxx Xntities 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 Ropes Xxxxxx Xxxxxx & Xxxx LLPXxxxxxx, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Hunton & Xxxx Wxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. 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 law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Ropes Shearman & Xxxx Sterling LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed in a form reasonably satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxxxx, Swaine & Xxxx Xxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as reasonably requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx LLPl, the U.S. counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. 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 law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the CompanyDB Entities and the Guarantor’s subsidiaries, certificates of representatives of the applicable trustees Trustees and the Guarantee Trustee 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 Ropes Xxxxxx Xxxxxxx Xxxxx & Xxxx Scarborough LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives Underwriters may reasonably request. 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 United States Commonwealth of Pennsylvania and the federal securities laws of the State of New YorkUnited 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Xxxxxx & Xxxx LLPXxxxxxx, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes & Xxxx LLPJxxxx Day, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Shearman & Xxxx LLPSterling, the counsel for the Underwriters, in form and substance satisfactory to the Underwriter's together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriter's. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes & Xxxx LLPSidley Austin llp, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of representatives of the applicable trustees Gxxxxxxx Entities 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 Ropes Xxxxxx & Xxxx Xxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees 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, together with a negative assurance letter, each dated as of the Closing Time, of Ropes & Xxxx Xxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of in the other Underwriters and addressed forms reasonably acceptable to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. In giving such opinion and negative assurance letter, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves and negative assurance letter involve factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxxx Xxxxxx & Xxxx LLP, the Xxxxxxx llp counsel for the Underwriters, together with signed or reproduced copies of such letter opinion for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Fried, Frank, Harris, Xxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the Xxxxx xx Xxx Xxxx, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes & Xxxx Xxxxx Xxxxxxxxxx LLP, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the laws General Corporation Law of the State of New YorkDelaware, 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 of the Company, certificates of representatives of the applicable trustees 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 Ropes Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such the matters as reasonably requested by the Representatives may reasonably requestRepresentatives. 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 United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes Cxxxxx Xxxxxxxx Xxxxx & Xxxx Hxxxxxxx LLP, the 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 and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New YorkYork 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 of the Company, certificates of and other representatives of the applicable trustees 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 Ropes & Xxxx Gxxxxxx Procter LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters with respect to such matters as the Representatives may reasonably requestrequire. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the 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 of the Company, certificates of and other representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Ropes Xxxxxx Xxxxxxxx Xxxxx & Xxxx Xxxxxxxx LLP, the counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and addressed substance satisfactory to the Underwriters with respect to such matters as the Representatives may reasonably requestRepresentatives. 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 law of the United States and the laws of the State of New YorkStates, 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 of the Company, certificates of representatives of the applicable trustees Company and its subsidiaries and certificates of public officials.