Common use of Closing Date Opinion of Counsel Clause in Contracts

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C., counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ Gracin & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Disclosure Law Group, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially and in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KS▇▇▇▇▇▇▇, M▇▇▇▇▇, R▇▇▇▇▇▇ & CH▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D D-II attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KS▇▇▇▇▇▇▇▇ Y▇▇▇▇ C▇▇▇▇▇▇ & C▇▇R▇▇▇▇, P.C.PC, counsel to the Company(“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurances, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of KL▇▇▇▇▇ & W▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in form and substance reasonably acceptable to the form of Exhibit D attached heretoRepresentatives.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion opinion, and written statement providing certain “10b-5” negative assurances of K▇▇▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLC (“Company Counsel”), counsel to the Company, as set forth in Exhibit D hereto, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentatives.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, as applicable, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLC, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date or an Option Closing Date, as applicable, and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of KG▇▇▇▇▇▇▇▇ & CT▇▇▇▇▇▇, P.C.▇ LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of forms set forth as Exhibits D and Exhibit D attached E hereto, respectively.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of K▇▇▇▇▇▇ Gracin & C▇M▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinion, and a written statement providing certain “10b-5” negative assurances, of KS▇▇▇▇▇▇▇, M▇▇▇▇▇, R▇▇▇▇▇▇ & CH▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of K▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ PC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KD▇▇▇▇▇ & W▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance satisfactory to the form of Exhibit D attached heretoRepresentative and LB.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received (i) the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Bird LLP, counsel to the Company, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit D B attached hereto, and (ii) an opinion and 10b-5 statement of Representatives’ Counsel, dated the Closing Date and addressed to the Representatives, with respect to such matters as the Representatives may reasonably request.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable an opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.K&L Gates LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D E attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KLaw Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Associates, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇the C▇▇▇▇ & C▇▇▇▇▇▇, P.C.Law Group, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C., counsel to the CompanyDechert LLP, dated as of the Closing Date and Date, addressed to the Representative, Representative as representative for the several Underwriters and in substantially in the form of attached hereto as Exhibit D attached hereto.A.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KE▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇ & C▇▇▇▇▇▇Schole LLP, P.C., U.S. counsel to the Company, including, without limitation, a customary negative assurance letter, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Kthe Golenbock ▇▇▇▇▇▇▇ Assor ▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and letter of negative assurance, in each case addressed to the Representative on its own behalf and on behalf of the Underwriters, dated the Closing Date and addressed in form and substance reasonably satisfactory to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of KD▇▇▇▇ ▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KA▇▇▇▇▇▇, ▇▇▇▇▇▇ & C▇▇▇▇▇▇Cacomanolis, P.C.PLLC, counsel to the Company, and a written statement providing certain “10b.5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in customary form and substance reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KD▇▇▇▇▇ & W▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, including a written statement providing certain “10b-5” negative assurances, dated the Closing Date Date, in form and substance reasonably satisfactory to Representative’s Counsel addressed to the Representative and stating that such opinion may be relied upon by Representative, substantially in the form of Exhibit D attached hereto’s Counsel.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion addressed to each of Kthe Underwriters (including the Representative), of ▇▇▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.PC, counsel to for the Company, to the effect set forth in Exhibit D hereto, and a written statement providing certain “10b-5” negative assurances, addressed to the Underwriters and dated the Closing Date and addressed Date, each in a form reasonably satisfactory to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ Gracin & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KM▇▇▇▇▇, ▇▇▇▇▇ & C▇▇▇▇▇▇Bockius LLP, P.C., as special Investment Company Act counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance statements of K▇▇▇▇▇▇ & CPoliakoff LLP (“▇▇▇▇▇▇, P.C.”), counsel to the Company, dated the Closing Date and Date, addressed to the Representative as representative for the several Underwriters and in form and substance reasonably satisfactory to the Representative, substantially in . The opinion of counsel shall state that such counsel is not opining as to the form Placement Securities with respect to any rights to rescind or the effect any exercise of Exhibit D attached heretosuch rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ Gracin& C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable written opinion and negative assurance letter of Kthe Law Offices of ▇▇▇▇▇▇ & C▇▇▇▇▇▇▇, P.C., a professional law corporation and counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.K&L Gates LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of K▇▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇Traurig, P.C.LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of KR▇▇▇▇▇▇▇ B▇▇▇ L▇▇▇▇▇▇▇ G▇▇▇▇▇ G▇▇▇▇▇▇▇ & CG▇▇▇▇▇▇, P.C., ▇ P.C. counsel to the Company, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, ▇ P.C., counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Bird LLP, counsel to the Company, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KM▇▇▇▇▇, P▇▇▇▇▇ & CP▇▇▇▇▇▇▇, P.C.LLP (“MPP”), counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇L▇▇▇ & C▇▇▇▇▇▇, P.C.Loeb LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of KS▇▇▇▇▇▇▇, M▇▇▇▇▇, R▇▇▇▇▇▇ & CH▇▇▇▇▇▇, P.C.▇ LLP, counsel to the CompanyCompany (“Company Counsel”), dated the Closing Date and addressed to the Representative as representative of the several Underwriters, each in a form and substance reasonably satisfactory to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KS▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.L▇▇▇ & K▇▇▇▇▇▇▇, LLP., counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K, and a written statement providing certain “10b-5” negative assurances, from S▇▇▇▇▇▇▇▇ & C▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, P.C., counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of KS▇▇▇▇▇▇▇▇ & C▇▇▇▇ ▇▇▇▇▇▇▇▇ Ference LLP, P.C.U.S. counsel to the Company, and Settervalls Advokatbyrå AB, counsel to the Company, dated the Closing Date and addressed to the Representative, Representative each in form substantially in the form of similar to Exhibit D attached F hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of KGolenbock E▇▇▇▇▇▇ A▇▇▇▇ B▇▇▇ & CP▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇Cu▇▇▇▇▇ & C▇e▇▇▇▇▇ ▇▇, P.C.LLC, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KR▇▇▇ ▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of K▇▇▇▇▇▇ Gracin & C▇▇Ma▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinion, and written statement providing certain "10b-5" negative assurances of KCozen ▇'▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP ("Company Counsel"), counsel to the Company, as set forth in Exhibit D hereto, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of KS▇▇▇▇▇▇▇▇ & C▇▇▇▇ ▇▇▇▇▇▇▇▇ Ference LLP, P.C.U.S. counsel to the Company, and S▇▇▇▇▇▇▇▇▇▇ Advokatbyrå AB, counsel to the Company, dated the Closing Date and addressed to the Representative, Representatives each in form substantially in the form of similar to Exhibit D attached F hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of KE▇▇▇▇▇▇▇ & CG▇▇▇▇▇▇, P.C.▇ and Schole LLP, counsel to the CompanyCompany (“Company Counsel”), dated the Closing Date and addressed to the RepresentativeRepresentatives as representatives of the several Underwriters, substantially each in a form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentatives.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KS▇▇▇▇▇▇▇, M▇▇▇▇▇, R▇▇▇▇▇▇ & CH▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially each in a form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KM▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & C▇▇▇▇▇▇Brand, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C-1 attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KSichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇Gracin & M▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP (“G&M”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached heretoagreed to by the Representative and Gracin.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinion, and written statement providing certain "10b-5" negative assurances of KCozen ▇’▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP ("Company Counsel"), counsel to the Company, as set forth in Exhibit D hereto, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KKi▇▇▇▇ ▇c▇▇▇▇▇▇ & ▇C▇▇▇▇▇▇, P.C., counsel to the Company, and a statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇opinion, P.C.and a written statement providing certain “10b-5” negative assurances, from Disclosure Law Group, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ White & C▇▇▇▇▇▇, P.C.Case LLP, counsel to the Company, and a statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of KO▇▇▇▇▇ Frome W▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP (“Company Counsel”), counsel to the Company, dated as of the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion letter of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.TroyGould PC, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KR▇▇▇ ▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached heretoand substance reasonably satisfactory to the Representative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇opinion, and a written statement providing certain “10b-5” negative assurances, from H▇▇▇▇▇ & C▇▇and B▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of K▇▇▇▇▇▇ Gracin & C▇M▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of K▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Schole LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit forms set forth as Exhibits D attached and E hereto, respectively.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in a form reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KSheppard, Mullin, ▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinion, including a negative assurance letter, of KLucosky ▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D E attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KP▇▇▇▇▇▇▇ & C▇▇▇▇▇▇Law Group LLP, P.C., corporate and securities counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & C▇and ▇▇▇▇▇, P.C., counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Bird LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D B attached hereto, and (ii) an opinion and 10b-5 statement of Representative’s Counsel, dated the Closing Date and addressed to the Representative, with respect to such matters as the Representative may reasonably request.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KM▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & CK▇▇▇▇▇▇, P.C.▇ LLP (“MSK”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KPe▇▇▇▇▇▇ & C▇▇▇▇▇▇aw Group, P.C.LLP, corporate and securities counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ Gracin & C▇M▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Associates, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLC, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinions (to include a negative assurance letter) of K▇H▇▇▇▇▇ & C▇▇and B▇▇▇▇, P.C.LLP (“H▇▇▇▇▇ and B▇▇▇▇”), securities counsel to the Company, dated the Closing Date and Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date Date, in form and substance reasonably satisfactory to Representative’s Counsel addressed to the Representative and stating that such opinion may be relied upon by Representative, substantially in the form of Exhibit D attached hereto’s Counsel.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KSheppard, Mullin, ▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D B attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KE▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Schole LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLC, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of K▇▇▇▇▇▇ Gracin & C▇M▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in form and substance satisfactory to the form of Exhibit D attached heretoRepresentatives.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇ ▇▇▇▇▇▇▇ & C▇▇▇▇▇▇LLP, P.C.(“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurances, counsel to the Company, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KSheppard, Mullin, R▇▇▇▇▇▇ & CH▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KG▇▇▇▇▇▇▇▇ & CT▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇L▇▇▇ & CL▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KS▇▇▇▇ & W▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.L.L.P., counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KS▇▇▇▇▇▇▇▇ & C▇▇▇▇ ▇▇▇▇▇▇, P.C.▇ Carmel LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance satisfactory to the form of Exhibit D attached heretoRepresentative and counsel to the Underwriters.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ Gracin & C▇M▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form acceptable to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K, and a written statement providing certain “10b-5” negative assurances, from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in a form reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Bird LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in a form reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ ▇▇▇▇▇▇▇ LLC, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KElenoff G▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Schole LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D D-1 attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of KSchwell ▇▇▇▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.Associates LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇H▇▇▇▇▇ & C▇▇and B▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D B attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion (including a negative assurance letter) of KS▇▇▇▇▇▇▇▇ & C▇▇▇▇ ▇▇▇▇▇▇▇ LLP, P.C., securities counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C attached hereto, and of B▇▇▇▇▇, Stock, Harmon, Cottam, L▇▇▇▇ LLP,, local counsel to the Company, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KT▇▇▇▇▇▇▇ & CP▇▇▇▇▇ ▇▇▇▇▇▇, P.C.▇▇ S▇▇▇▇▇▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KP▇▇▇▇▇▇▇ & C▇▇▇▇▇▇Law Group, P.C.LLP, corporate and securities counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇▇▇▇ & C▇▇▇▇ ▇▇▇▇▇▇, P.C.▇ Carmel LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance satisfactory to the form of Exhibit D attached heretoRepresentative and LB.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of KLaw Offices of ▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C., counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinion, and written statement providing certain "10b-5" negative assurances of K▇▇▇▇▇ ▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP ("Company Counsel"), counsel to the Company, as set forth in Exhibit D hereto, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.▇ LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D B-1 and Exhibit B-2 attached hereto, respectively.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of K▇▇▇▇▇▇ Gracin& C▇▇▇▇▇▇, P.C.LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form of Exhibit D attached heretoRepresentative.