Common use of Closing Date Opinion of Counsel Clause in Contracts

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

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP & ▇▇▇▇▇▇ LLP, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancescounsel to the Company, each dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in a form reasonably acceptable to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP , (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancesP.C., each counsel to the Company, dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in the form of and substance attached hereto as Exhibit C attached hereto.B.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇H▇▇▇▇▇ ▇▇▇▇▇▇▇ & E▇▇▇▇ LLP ▇, (“Company Counsel”) LLP, counsel to the Company, and a written statement from Company Counsel providing certain “10b-5” 10b-5 letter of negative assurancesassurance, in each case dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in the form of Exhibit C D and Exhibit E, respectively, attached hereto.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion and negative assurance letter of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Carmel LLP , (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurances), each counsel to the Company, dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in form and substance satisfactory to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP & ▇▇▇▇▇ LLP, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancescounsel to the Company, each dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in such form as shall be acceptable to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇▇, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancesLLP, each counsel to the Company, dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in the form of Exhibit C attached heretoagreed to by the Underwriter and such counsel.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP & ▇▇▇▇▇, counsel to the Company, (“Company Counsel”) and a written form of such opinion is attached as Annex 2 hereto), which opinion shall include a statement from Company Counsel providing certain “10b-5” of negative assurancesassurance (a form of which is attached as Annex 3 hereto), each dated the Closing Date and addressed in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters shall have received the favorable opinion and negative assurance letter of ▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ LLP LLP, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurances▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, each ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, counsel to the Company, dated the Closing Date and addressed to the UnderwritersRepresentative, substantially in form and substance reasonably satisfactory to the form of Exhibit C attached heretoRepresentative.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters shall have received the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP Dechert LLP, (“Company Counsel”) counsel to the Company, dated as of the Closing Date, addressed to the Underwriters and a written statement from Company Counsel providing certain “10b-5” negative assurancesin the form attached hereto as Exhibit A. On the Option Closing Date, each if any, the Underwriters shall receive the favorable bringdown opinion of Dechert LLP, dated as of the Option Closing Date and addressed to the Underwriters, substantially in the form of Exhibit C attached hereto.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion and negative assurance letter of ▇▇▇▇▇▇ ▇▇T▇▇▇▇▇▇▇▇ LLP , PC (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurances), each counsel to the Company, dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in form and substance reasonably satisfactory to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received (i) the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP , and (“Company Counsel”ii) and a written statement from Company Counsel providing certain “10b-5” negative assurances, in each case, of ▇▇▇▇ & ▇▇▇▇ LLP (“U.S. Counsel”), legal counsel to the Company, dated the Closing Date and addressed to the Underwriters, substantially Underwriter in the customary form of Exhibit C attached heretoand reasonably acceptable to Underwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters shall have received (i) the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP , and (“Company Counsel”ii) and a written statement from Company Counsel providing certain “10b-5” negative assurances, in each case, of ▇▇▇▇▇ Lovells, counsel to the Company, dated the Closing Date and addressed to the Underwriters, substantially Underwriters in the form of Exhibit C attached heretocustomary form.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP Dechert LLP, (“Company Counsel”) counsel to the Company, dated as of the Closing Date, addressed to the Underwriter and a written statement from Company Counsel providing certain “10b-5” negative assurancesin the form attached hereto as Exhibit A. On the Option Closing Date, each if any, the Underwriter shall receive the favorable bringdown opinion of Dechert LLP, dated as of the Option Closing Date and addressed to the Underwriters, substantially in the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP , (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancescounsel to the Company, each dated the Closing Date and Date, addressed to the Underwriters, substantially Underwriter and in form and substance satisfactory to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇ ▇▇G▇▇▇▇▇▇▇▇ LLP E▇▇▇▇▇▇ A▇▇▇▇ Bell & Peskoe LLP, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancescounsel to the Company, each dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in the form of Exhibit C D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters shall have received the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP LLP, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancescounsel to the Company, each dated the as of the Closing Date and Date, addressed to the Underwriters, substantially Underwriters and in the form of and substance satisfactory to ▇▇▇▇▇▇▇ attached hereto as Exhibit C attached hereto.C.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP & Li LLC, the securities counsel to the Company in form satisfactory to the Underwriter and Underwriter Counsel (“Company Counsel”and in any case including negative assurance language) and a written statement from Company Counsel providing certain “10b-5” negative assurances, each dated as of the Closing Date and addressed to the Underwriters, substantially in the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters shall have received the favorable written opinion of Sichenzia R▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP LLP, the securities counsel to the Company in form satisfactory to the Representative and Underwriter Counsel (“Company Counsel”and in any case including negative assurance language) and a written statement from Company Counsel providing certain “10b-5” negative assurances, each dated as of the Closing Date and addressed to the Underwriters, substantially in the form of Exhibit C attached hereto.

Closing Date Opinion of Counsel. On each of the Closing Date and on each the Option Closing Date, if any, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP , (“Company Counsel▇▇▇▇▇▇▇ ▇▇▇▇”) and a written statement from Company Counsel providing certain “10b-5” negative assurances), each counsel to the Company, dated the as of the Closing Date and or the Option Closing Date, as the case may be, addressed to the Underwriters, substantially Underwriter and in the form of and substance satisfactory to ▇▇▇▇▇▇▇ attached hereto as Exhibit C attached hereto.C.

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

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP & ▇▇▇▇▇▇▇▇ LLP, (“Company Counsel”) counsel to the Company, in substantially the form agreed to with counsel to the Underwriter prior to the date hereof and a written statement from Company Counsel providing certain “10b-5” of negative assurancesassurance in substantially the form agreed to with counsel to the Underwriter prior to the date hereof, in each case dated the Closing Date and addressed in form and substance reasonably satisfactory to the Underwriters, substantially in the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received (i) the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP , and (“Company Counsel”ii) and a written statement from Company Counsel providing certain “10b-5” negative assurances, in each case, of ▇▇▇▇▇ Lovells (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Underwriters, substantially Underwriter in the customary form of Exhibit C attached heretoand reasonably acceptable to Underwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received (i) the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP , and (“Company Counsel”ii) and a written statement from Company Counsel providing certain “10b-5” negative assurances, in each case, of ▇▇▇▇▇ Lovells, counsel to the Company, dated the Closing Date and addressed to the Underwriters, substantially Underwriter in the form of Exhibit C attached heretocustomary form.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion and statement of ▇▇▇▇▇▇ ▇▇▇Lucosky B▇▇▇▇▇▇▇ LLP LLP, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancescounsel to the Company, each dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in the form of Exhibit C D attached hereto.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP & Li LLC, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancesU.S. securities counsel to the Company, each dated the Closing Date and Date, addressed to the UnderwritersUnderwriter, substantially in form and substance reasonably satisfactory to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable written opinion of H▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP & Li LLC, the securities counsel to the Company in form satisfactory to the Underwriter and Underwriter Counsel (“Company Counsel”and in any case including negative assurance language) and a written statement from Company Counsel providing certain “10b-5” negative assurances, each dated as of the Closing Date and addressed to the Underwriters, substantially in the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion and negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP & ▇▇▇▇▇▇▇▇▇ LLP, (“Company Counsel”) counsel to the Company, and a written statement from Company Counsel providing certain “10b-5” negative assurancesWestward Law Group, each Nevada counsel to the Company, dated the Closing Date and addressed to the Underwriters, substantially Underwriter each in a form reasonably acceptable to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters shall have received the favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP , (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancesLLP, each dated counsel to the Closing Date and addressed Company, reasonably acceptable to the Underwriters, substantially covering the matters set forth in the form of Exhibit C attached hereto.A.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters Underwriter shall have received the favorable opinion of ▇▇▇Sichenzia R▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP LLP, (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurancescounsel to the Company, each dated the Closing Date and addressed to the UnderwritersUnderwriter, substantially in form and substance reasonably satisfactory to the form of Exhibit C attached heretoUnderwriter.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, the Underwriters shall have received the favorable opinion of M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP , (“Company Counsel”) and a written statement from Company Counsel providing certain “10b-5” negative assurances, each dated the Closing Date and addressed to the Underwriters, substantially in form and substance reasonably satisfactory to the form of Exhibit C attached heretoRepresentative.