Bring Down Opinion Clause Samples
A Bring Down Opinion is a legal opinion provided by counsel at the closing of a transaction, confirming that the facts and legal conclusions stated in an earlier opinion letter remain accurate as of the closing date. Typically, this opinion is delivered in connection with mergers, acquisitions, or financing deals, and may either restate the original opinion or confirm that no material changes have occurred since it was first issued. Its core practical function is to assure the parties that the legal circumstances underpinning the transaction have not changed, thereby reducing risk and ensuring continued validity of the original legal analysis.
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Bring Down Opinion. The Agent and each Purchaser shall have received a bring-down opinion (in form and substance satisfactory to the Agent and each Purchaser) from counsel for each Originator, stating that the transactions contemplated by Section 7.2(d) of the Receivables Purchase Agreement do not adversely affect the validity or change the "true sale" and "substantive consolidation" opinions delivered by such counsel on March 30, 2004.
Bring Down Opinion. Within 30 days of the anniversary of the Closing Date falling in 2007, the Credit Parties will cause to be delivered to the holders of Notes a “bring down” perfection opinion of Blank Rome LLP (or such other counsel reasonably acceptable to the Required Holders) in form and substance reasonably satisfactory to the Required Holders and their counsel.
Bring Down Opinion. The opinion of Messrs. ▇▇▇▇▇▇▇ Coie or other counsel for the Company acceptable to the Administrative Agent, addressed to the Administrative Agent and the Banks, reaffirming their opinion furnished pursuant to Section 10.23 (and applying to this Agreement and borrowings hereunder after giving effect to such extension of the Termination Date).