Common use of Company Counsel Legal Opinion Clause in Contracts

Company Counsel Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales Agent, the Forward Seller and the Forward Purchaser the written opinion of O’Melveny & Xxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Sales Agent, the Forward Seller and the Forward Purchaser with a letter (a “Reliance Letter”) to the effect that the Sales Agent, the Forward Seller and the Forward Purchaser may rely on a prior opinion delivered under this Section 8(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to the Sales Agent, the Forward Seller and the Forward Purchaser the written opinion of O’Melveny Xxxxxx Xxxxxxx Xxxxxx & Xxxxx Xxxxx, LLP (“Company Counsel”), in form and substance reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Sales Agent, the Forward Seller and the Forward Purchaser with a letter (a “Reliance Letter”) to the effect that the Sales Agent, the Forward Seller and the Forward Purchaser may rely on a prior opinion delivered under this Section 8(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinion. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement, and within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E F for which no waiver is applicable, the Company shall cause to be furnished to the Sales Agent, the Forward Seller Agents and the Forward Purchaser Purchasers the written opinion of O’Melveny & Xxxxx Lovells US LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agents and the Forward Purchasers, in form and substance reasonably satisfactory to the Sales AgentAgents, the Forward Seller and the Forward Purchaser Purchasers and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms form attached hereto as Exhibit D-1 and Exhibit D-2E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Sales Agent, the Forward Seller Agents and the Forward Purchaser Purchasers with a letter (a “Reliance Letter”) to the effect that the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers may rely on a prior opinion delivered under this Section 8(p7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).