Common use of Company Counsel Legal Opinion Clause in Contracts

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than 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 [MKT NAME] the written opinion of Xxxxxxxx Chance US LLP (“Company Counsel”), or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 and a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME] with a letter (a “Reliance Letter”) to the effect that [MKT NAME] may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letter, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto.

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than 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 [MKT NAME] Xxxxx Fargo Securities the written opinion of Xxxxxxxx Chance US LLP (“Company Counsel”), or other counsel satisfactory to [MKT NAME]Xxxxx Fargo Securities, in form and substance reasonably satisfactory to [MKT NAME] Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 and a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2D, 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME] Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that [MKT NAME] Xxxxx Fargo Securities may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letteropinion, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto. In addition, Company Counsel shall state that, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, no facts have come to such counsel’s attention that have caused such counsel to believe that (i) the Registration Statement or any amendment thereto, at the time the Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Prospectus, or any amendment or supplement thereto, as of the date of such opinion, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules and other financial information included or incorporated by reference therein or excluded therefrom, as to which such counsel need express no statement).

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than 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 [MKT NAME] RBC Capital Markets the written opinion of Xxxxxxxx Chance US LLP (“Company Counsel”), or other counsel satisfactory to [MKT NAME]RBC Capital Markets, in form and substance reasonably satisfactory to [MKT NAME] RBC Capital Markets and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 and a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2D, 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME] RBC Capital Markets with a letter (a “Reliance Letter”) to the effect that [MKT NAME] RBC Capital Markets may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letteropinion, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto. In addition, Company Counsel shall state that, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, no facts have come to such counsel’s attention that have caused such counsel to believe that (i) the Registration Statement or any amendment thereto, at the time the Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Prospectus, or any amendment or supplement thereto, as of the date of such opinion, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules and other financial information included or incorporated by reference therein or excluded therefrom, as to which such counsel need express no statement).

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than 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 [MKT NAME] BofA Xxxxxxx Xxxxx the written opinion of Xxxxxxxx Chance US LLP (“Company Counsel”), or other counsel satisfactory to [MKT NAME]BofA Xxxxxxx Xxxxx, in form and substance reasonably satisfactory to [MKT NAME] BofA Xxxxxxx Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 and a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2D, 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME] BofA Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that [MKT NAME] BofA Xxxxxxx Xxxxx may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letteropinion, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto. In addition, Company Counsel shall state that, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, no facts have come to such counsel’s attention that have caused such counsel to believe that (i) the Registration Statement or any amendment thereto, at the time the Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Prospectus, or any amendment or supplement thereto, as of the date of such opinion, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules and other financial information included or incorporated by reference therein or excluded therefrom, as to which such counsel need express no statement).

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially similar to the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to [MKT NAME] (i) the written opinion of Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1, (ii) the written tax opinion of Clifford Chance US LLP (“Company Tax Counsel”), or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 D-2 and (iii) a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2D-3, 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME] with a letter (a “Reliance Letter”) to the effect that [MKT NAME] may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letter, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto.

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in substantially similar to the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to [MKT NAME___________] the written opinion of Xxxxxxxx Xxxxxxxx LLP (“Company Counsel”) and the written tax opinion of Xxxxxxxx Chance US LLP (“Company Tax Counsel”), or other counsel satisfactory to [MKT NAME___________], in form and substance reasonably satisfactory to [MKT NAME___________] and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 and a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME___________], in form and substance reasonably satisfactory to [MKT NAME___________] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME___________] with a letter (a “Reliance Letter”) to the effect that [MKT NAME___________] may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letter, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto.” On and after the Effective Date, Section 9(d) of the Agreement shall be deleted in its entirety and Section 9(d) shall be added to the Agreement as follows: (d)

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than 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 [MKT NAME] SunTrust the written opinion of Xxxxxxxx Chance US LLP (“Company Counsel”), or other counsel satisfactory to [MKT NAME]SunTrust, in form and substance reasonably satisfactory to [MKT NAME] SunTrust and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 and a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2D, 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME] SunTrust with a letter (a “Reliance Letter”) to the effect that [MKT NAME] SunTrust may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letteropinion, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto. In addition, Company Counsel shall state that, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, no facts have come to such counsel’s attention that have caused such counsel to believe that (i) the Registration Statement or any amendment thereto, at the time the Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Prospectus, or any amendment or supplement thereto, as of the date of such opinion, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules and other financial information included or incorporated by reference therein or excluded therefrom, as to which such counsel need express no statement).

Company Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, as soon as practicable and in no event later than 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 [MKT NAME] RBS the written opinion of Xxxxxxxx Chance US LLP (“Company Counsel”), or other counsel satisfactory to [MKT NAME]RBS, in form and substance reasonably satisfactory to [MKT NAME] RBS and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit D-1 and a negative assurance letter of Company Counsel, or other counsel satisfactory to [MKT NAME], in form and substance reasonably satisfactory to [MKT NAME] and its counsel, dated the date that the negative assurance letter is required to be delivered, substantially similar to the form attached hereto as Exhibit D-2D, 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 and negative assurance letters for subsequent Representation Dates, any such counsel may furnish [MKT NAME] RBS with a letter (a “Reliance Letter”) to the effect that [MKT NAME] RBS may rely on a prior opinion or negative assurance letter delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In rendering such opinion and negative assurance letteropinion, such counsel may rely as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company or the general partner of the Operating Partnership and public officials. Such opinion shall also cover any amendments or supplements thereto. In addition, Company Counsel shall state that, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, no facts have come to such counsel’s attention that have caused such counsel to believe that (i) the Registration Statement or any amendment thereto, at the time the Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Prospectus, or any amendment or supplement thereto, as of the date of such opinion, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules and other financial information included or incorporated by reference therein or excluded therefrom, as to which such counsel need express no statement).