Common use of Opinion of Counsel for Underwriters Clause in Contracts

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(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, the Guarantor and their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form reasonably acceptable to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Ropes & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters in form and substance satisfactory and previously agreed to by the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representatives may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxxxx Procter LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor and their respective subsidiaries Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPllp, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law and the Limited Liability Company Act of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxxxx Procter LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel reasonably satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, Underwriters in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representatives may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Shearman & Sterling LLP, counsel for the Underwriters, Underwriters named in form and substance reasonably satisfactory to the Underwritersapplicable Terms Agreement, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinionopinion and disclosure letter, each dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx London LLP, U.S. counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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, Issuer and the Guarantor Issuer’s subsidiaries and their respective subsidiaries the Trustee and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in a form and substance reasonably satisfactory acceptable to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) The Representatives shall have received the favorable opinion, dated as the Time of Closing TimeDelivery, of Sidley Austin LLP_______________, counsel for the Underwriters, in form and substance reasonably satisfactory to or such other counsel as may be designated by the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as they 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 law of the State of New York, the federal law of the United States States, and the General Business Corporation Law Act of the State of DelawareTennessee, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Weil, Gotshal & Xxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representatives 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representative(s) Representative shall have received the favorable opinion, dated as of Closing TimeDate, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representative may require. In giving such opinion, opinion such counsel may relyrely without investigation, as to all matters governed by the laws of any jurisdictions other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law of the State of DelawareLaw, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP[—], counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to the sale of the Securities and other related matters as the Representatives may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company, Company and the Guarantor and their respective subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPXxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance reasonably satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel reasonably satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable an opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, Underwriters in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) ----------------------------------- Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPXxxxxx Xxxxxx & Xxxxxxx, the counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters and addressed to the Underwriters with respect to such matters as the Representatives 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 law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form reasonably acceptable to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPllp, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(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, the Guarantor and their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiary and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to the matters reasonably requested by the Representatives. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPBakex & XcKexxxx, counsel xxunsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriterseffect set forth in Exhibit A-2 hereto, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin O’Melveny & Xxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in a form reasonably satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form reasonably acceptable to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) ----------------------------------- Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPCleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as they 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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 trustees of the Trust, officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Underwriters shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Shearman & Sterling LLP, U.S. counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPXxxxxx Xxxxxx & Xxxxxxx, the counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters and addressed to the Underwriters with respect to such matters as the Representatives 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 law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Trust and their respective subsidiaries the Company's Subsidiaries, certificates of representatives of the applicable Trustees and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Lxxxxx & Wxxxxxx LLP, counsel for the Underwriters, in a form and substance reasonably satisfactory acceptable to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPXxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx, counsel for the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinionopinion and letter, dated as of the Closing Time, of Sidley Austin Shearman & Sterling LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representatives may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to regarding such matters as the UnderwritersRepresentatives may require, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Shearman & Sterling LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form reasonably satisfactory to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit C hereto. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPDLA Piper LLP (US), counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. The opinion shall address the matters as the Representative 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 law of the State of New York, the federal law of the United States States, and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) shall have received the favorable opinionopinion and letter, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative(s), together with signed or reproduced copies of such opinion and letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit D hereto. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPO'Melveny & Myerx XXX, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form satisfactory to the Underwriters. In giving such opinion, such counsel opinion O'Melveny & Myerx XXX may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New YorkCalifornia, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Lessee, the Partnership, any Subsidiary and their respective subsidiaries the Manager and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxx, Gotshal & Xxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Sxxxxxxx & Cxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, Underwriters together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representative may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLPXxxxxx Xxxxx & Xxxx llp, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law and the Limited Liability Company Act of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable an opinion, dated as of Closing Time, of Sidley Austin Wilmer Cutler Pickering Hale and Dorr LLP, counsel for the UnderwritersUnderwriterx, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced xxxxxxxx xixx xxxxxx xx xeprodxxxx copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form reasonably acceptable to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representatives 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Wxxx, Gotshal & Mxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable a written opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to the matters reasonably requested by the Representatives. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of all jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor and their respective subsidiaries Company and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPXxxxx & Wood llp, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(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, the Guarantor and their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representative may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin XxXxxxxxx Will & Xxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPVxxxxx & Exxxxx L.L.P., counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance reasonably satisfactory to the Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable an opinion, dated as of Closing Time, of Sidley Austin LLPWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor and their respective subsidiaries Company and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxx Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representative. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company, Company and the Guarantor and their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representatives may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPCxxxxx Xxxxxx & Rxxxxxx llp, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing TimeTime and, if requested by the Representatives, any Date of Delivery, as the case may be, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing TimeTime or the applicable Date of Delivery, as the case may be, of Sidley Austin LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersRepresentatives. 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 States, the laws of the State of New York and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPVxxxxx & Exxxxx L.L.P., counsel for the Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect such matters as the Representatives may reasonably require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor and their respective subsidiaries Company and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Freshfields Bruckhaus Derixxxx XX LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form reasonably acceptable to the Underwriters. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representatives 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representative 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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, the Guarantor Company and their respective subsidiaries its Subsidiary and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxxxx Procter LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representative. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel reasonably satisfactory to the Representative(s)Representative. 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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPRopes & Gray, xxe counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters and addressed to the Underwriters with respect to such matters as the Representatives 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor LLC, the Trust and their respective subsidiaries the Subsidiaries, certificates of representatives of the applicable trustees and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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 its Subsidiaries, the Guarantor and their respective subsidiaries Selling Shareholder and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, and negative assurance letter, each dated as of the Closing Time, of Sidley Austin Xxxxxx and Xxxxx, LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter letters for each of the other UnderwritersUnderwriters in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to the matters reasonably requested by the Representatives. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Sxxxxxxx & Cxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representative may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLPXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx, Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to such matters as the Representative may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Shearman & Sterling LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters with respect to the matters as the 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 law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)Representative. 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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Cahill Gordon & Reindel LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced togetxxx xxxx xxxxed xx xxxxoduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective subsidiaries its Subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing TimeDate, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing TimeDate, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may require. In giving such opinion, opinion such counsel may relyrely without investigation, as to all matters governed by the laws of any jurisdictions other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law of the State of DelawareLaw, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representative shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in a form reasonably acceptable to the Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives may require. In giving such opinion, opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareDelaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At the Closing Time, the Representative(s) Representatives shall have received the favorable a written opinion, dated as of the Closing Time, of Sidley Austin Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(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, the Guarantor and their respective subsidiaries and certificates of public officials.

Opinion of Counsel for Underwriters. At Closing Time, the Representative(s) Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. 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 General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative(s)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, the Guarantor Company and their respective its subsidiaries and certificates of public officials.