Opinion of Counsel for U.S. Underwriters. The favorable ---------------------------------------- opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of Counsel for U.S. Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Lathxx & Xatkxxx, xxunsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (i) (solely with respect to the Company), (ii) (solely with respect to the Company), (v) through (vii), inclusive, (ix) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the States of New York and California and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the U.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 and its subsidiaries and certificates of public officials.
Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters to the effect set forth in clauses (i), (ii), (v) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (vii) (solely as to the Purchase Agreement and the International Purchase Agreement), (viii), (ix), (xi), (xiii) and (xxi) of Exhibit A hereto. 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 U.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 and its subsidiaries and certificates of public officials. (h)
Opinion of Counsel for U.S. Underwriters. At the Date of Delivery, the U.S. Representative shall have received the favorable opinion of Shearman & Sterling, counsel for the U.S. Underwriters, dated as of the Date of Delivery, relating to the U.S. Option Shares and otherwise to the same effect as the opinion required by Section 5(c).
Opinion of Counsel for U.S. Underwriters. The favorable opinion of Bakex Xxxtx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.
Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representative shall have received the favorable opinion, dated as of Closing Time, of Vinsxx & Xlkixx X.X.P., counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company, as amended), (viii) through (x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the penultimate paragraph of Exhibit B hereto. 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 U.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 and its subsidiaries and certificates of public officials.
Opinion of Counsel for U.S. Underwriters. At Closing Time, the ---------------------------------------- Lead Managers shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the International Managers, together with signed or reproduced copies of such letter for each of the other International Managers, in form and substance satisfactory to the Lead Managers. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.
Opinion of Counsel for U.S. UNDERWRITERS. The favorable opinion of Debevoise & Xxxxxxxx, counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of each of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the U.S. Underwriters, and Linklaters & Paines, special Thai counsel to the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters as to such matters as are reasonably requested by the Representatives.
Opinion of Counsel for U.S. Underwriters. At the Closing Time, the U.S. Representative(s) shall have received the favorable opinion and letter, each dated as of the Closing Time, of Cravath, Swaine & Moore, counsel for the U.S. Underwxxxxxs, together with signed or reproduced copies of such opinion and letter for each of the other U.S. Underwriters with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectuses and other related matters as the U.S. Representative(s) may reasonably require.
