Company Counsel Opinion. 1. The Company is a corporation duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware, with the corporate power to own, lease, and operate its properties, and to conduct its business, as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and to enter into and perform its obligations under the Underwriting Agreement and the Underwriter Warrants (collectively, the “Transaction Documents”).
Company Counsel Opinion. The opinion of Xxxxxxxx & Xxxxxxxx, LLP, counsel to the Company, dated the Closing Date, in the form of Exhibit D attached hereto.
Company Counsel Opinion. 1. The Company has been duly incorporated, is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Prospectus.
Company Counsel Opinion. On the date of this Agreement and each Bring-Down Date, the Company will furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, counsel to the Company, or other counsel satisfactory to the Manager, dated and delivered as of date of this Agreement or the applicable Bring-Down Date, as the case may be, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 5(d) of this Agreement, but modified as necessary to relate to the Registration Statement, the General Disclosure Package (if the applicable Bring-Down Date relates to a sale of Shares under this Agreement) and the Prospectus as amended and supplemented to the time of delivery of such opinion.
Company Counsel Opinion. On the Closing Date and/or the Option Closing Date, the Representative shall have received the favorable opinion of Sxxxxxxx & Worcester LLP, counsel to the Company. The Underwriters shall rely on the opinions of the Company’s counsel, Sxxxxxxx & Worcester LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement.
Company Counsel Opinion. The opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP, counsel to the Company and the Guarantors organized in Delaware and Tennessee, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit A-1 attached hereto and (ii) the opinion and negative assurance letter of Xxxxxxxxxx Xxxxxxx LLP, United Kingdom counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit A-2 attached hereto.
Company Counsel Opinion. Xxxxxxxx & Xxxxx LLP, special counsel for the Company, shall have furnished to the Representatives its opinion and negative assurance letter, dated the Closing Date and the Additional Closing Date (if any) in substantially the form set forth in Schedule 3. In rendering such opinion, Xxxxxxxx & Xxxxx LLP may rely, as to matters governed by the laws of the Commonwealth of Pennsylvania, upon the opinion of counsel for the Company referred to in Section 5(c).
Company Counsel Opinion. The Underwriters shall have received on or before the Closing Date and each Option Closing Date, if any, the opinions of Hunton & Wxxxxxxx LLP and Lxxxxxx, Street & Deinard, as applicable, outside counsel for the Company and the Operating Partnership, with respect to certain corporate matters, negative assurance statements and tax matters, dated the Closing Date and any Option Closing Date, as applicable, each addressed to the Underwriters, substantially in the applicable forms set forth in Exhibit A-0, X-0, X-0 and A-4 attached hereto.
Company Counsel Opinion. The opinion of Xxxxxxxx PC, counsel to the Company, dated the Closing Date, in the form of Exhibit C attached hereto.
Company Counsel Opinion. (i) The Company is a registered savings and loan holding company under the Home Owners’ Loan Act, as amended; has been duly incorporated and the Company is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own and its properties and conduct its business as described in the Prospectus and perform its obligations under the Agreement;
