Common use of Legal Opinion Clause in Contracts

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to Agent, in form and substance satisfactory to Agent and its counsel, dated the date that the opinion is required to be delivered, 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, counsel may furnish Agent with a letter (a “Reliance Letter”) to the effect that Agent may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP Xxxxx Cohn, Ferris, Glovsky and Popeo, P.C. (“Company Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance satisfactory to Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, 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, counsel Company Counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three five (35) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & XxxxxMintz, LLP Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Company Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance satisfactory to Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, modifiedsubstantially similar to the form attached hereto as Exhibit 7(n), modified as necessary, 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, counsel Company Counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent XX Xxxxx a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx & XxxxxXxxxxx, LLP P.C. (“Company Counsel”), or other counsel satisfactory to AgentXX Xxxxx, in form and substance satisfactory to Agent XX Xxxxx and its counsel, dated the date that the such opinion is required to be delivered, 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 opinion for subsequent Representation Bring-Down Dates, counsel may furnish Agent XX Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent XX Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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 Bring-Down Date).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, DLA Piper LLP (US) (“Company Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance satisfactory to Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms of opinion provided to Xxxxx, 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, counsel Company Counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant Placement Notice and (2) on or prior to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx & Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus Prospectus, as then amended or supplemented; provided, however, that the Company shall be required to furnish to the Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Prospectus, as amended or supplemented at as of the date of such Representation DateReliance Letter).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Xxxxxxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & XxxxxLedgewood, LLP P.C. (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that the opinion is required to be deliveredform attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three five (35) Trading Days of after each Representation Date with respect to which the Company is obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Cxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & XxxxxMintz, LLP Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Company Counsel”), or other counsel satisfactory to AgentCxxxx, in form and substance satisfactory to Agent Cxxxx and its counsel, dated the date that the opinion is required to be delivered, modifiedsubstantially similar to the form attached hereto as Exhibit 7(n), modified as necessary, 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, counsel Company Counsel may furnish Agent Cxxxx with a letter (a “Reliance Letter”) to the effect that Agent Cxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx Wxxxxxx & Xxxxx, Sxxxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx & Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that the opinion is required to be deliveredform attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to Agent the Agents a written opinion of Xxxxx Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent Agents and its their counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgents and their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to the Agents no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish Agent the Agents with a letter (a “Reliance Letter”) to the effect that Agent the Agents may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, and within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) F for which no waiver is applicable, the Company shall cause to be furnished to Agent the Agents a written opinion of Xxxxxx Xxxxxxx Xxxxxx Wxxxxxxx, Lipton, Rxxxx & Xxxxx, LLP Kxxx (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, 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, counsel may furnish Agent the Agents with a letter (a “Reliance Letter”) to the effect that Agent the Agents may rely on a prior opinion delivered under this Section 7(o7(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); provided further, however, that the obligation of the Company under this Section 7(p) shall be deferred during any suspension period as described in Section 4.

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Hxxxx Lovells LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Sidley Austin LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that the opinion is required to be deliveredform attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx Exxxxxxx Gxxxxxxx & Xxxxx, Schole LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) F for which no waiver is applicable, the Company shall cause to be furnished to Agent the Agents a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Xxxx LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, 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, counsel may furnish Agent the Agents with a letter (a “Reliance Letter”) to the effect that Agent the Agents may rely on a prior opinion delivered under this Section 7(o7(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).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx XxXxxxxx & Xxxxx, English LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. (1) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and (2) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) D for which no waiver is applicable, the Company shall cause to be furnished to Agent Liquidnet a written opinion of Xxxxxx Xxxxxxx Xxxxxx Xxxxx & Xxxxx, XxXxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Agent, in form and substance satisfactory to Agent Liquidnet and its counsel, dated the date that the opinion is required to be delivered, modifiedsubstantially similar to the form attached hereto as Exhibit E-1 and Exhibit E-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, counsel may furnish Agent Liquidnet with a letter (a “Reliance Letter”) to the effect that Agent Liquidnet may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Gxxxxxx Procter LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Pxxxxx Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Procter LLP (“Company Counsel”) and Xxxxxx LLP (“Company IP Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance reasonably satisfactory to Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall not be required to provide more than one opinion per counsel per calendar quarter; and provided, further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, howeverthe Company shall be required to furnish to the Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Xxxxxxxx Xxxxx LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that the opinion is required to be deliveredform attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) F for which no waiver is applicable, the Company shall cause to be furnished to Agent the Agents a written opinion of Xxxxxx Xxxxxxx Xxxxxx Wxxxxxx & Xxxxx, Sxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, 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, counsel may furnish Agent the Agents with a letter (a “Reliance Letter”) to the effect that Agent the Agents may rely on a prior opinion delivered under this Section 7(o7(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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three two (32) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Cowen a written opinion of Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx & XxxxxXxxxxx, LLP P.C. (“Company Counsel”), or other counsel reasonably satisfactory to AgentCowen, in form and substance reasonably satisfactory to Agent Cowen and its counsel, dated the date that the opinion is required to be delivered, 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 Bring-Down Dates, counsel Company Counsel may furnish Agent Cowen with a letter (a “Reliance Letter”) to the effect that Agent Cowen may rely on a prior opinion delivered under this Section 7(o7(n) 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 Bring-Down Date).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Agent BMO a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to AgentBMO, in form and substance satisfactory to Agent BMO and its counsel, dated the date that the opinion is required to be delivered, 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, counsel may furnish Agent BMO with a letter (a “Reliance Letter”) to the effect that Agent BMO may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is and the Operating Partnership are obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a and the Alternative Agents written opinion opinions of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Procter LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(1)(a) and Exhibit 7(o)(1)(b), respectively, modified, as necessary, to relate to the Registration Statement Statement, the Disclosure Package and the Prospectus as then amended or supplemented; provided, provided however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agent and the Alternative Agents with a letter (a “Reliance Letter”) to the effect that the Agent and the Alternative Agents may rely on a prior opinion delivered under this Section 7(o) 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 Statement, the Disclosure Package and the Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Procter LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel Company Counsel may furnish the Agent with a letter letters (each, a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxxx Procter LLP (“Company Counsel”), and a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP PLLC (“Company Local Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance reasonably satisfactory to Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, 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, counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three two (32) Trading Days of each Representation Date with respect to which the Company is and the Operating Partnership are obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Agent a the Agents written opinion opinions of Xxxxxx Hunton Xxxxxxx Xxxxxx & Xxxxx, Xxxxx LLP and Xxxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its their counsel, dated the date that the opinion is required to be delivered, in form and substance satisfactory to Agents and their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, provided however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Agent the Agents with a letter (a “Reliance Letter”) to the effect that Agent the Agents may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is and the Operating Partnership are obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a and the Alternative Agents written opinion opinions of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP and Xxxxxxx Xxxxxx & Xxxxx, Xxxxx LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(1)(a) and Exhibit 7(o)(1)(b), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, provided however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Agent and the Alternative Agents with a letter (a “Reliance Letter”) to the effect that the Agent and the Alternative Agents may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx & Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three two (32) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver pursuant to Section 7(m) is applicable, the Company shall cause to be furnished to Agent the Sales Agents a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Stoel Rives LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Sales Agents, in form and substance satisfactory to Agent Sales Agents and its counselcounsel to the Sales Agents, dated the date that the opinion is required to be delivered, modified, 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 Bring-Down Dates, counsel may furnish Agent the Sales Agents with a letter (a “Reliance Letter”) to the effect that Agent the Sales Agents may rely on a prior opinion delivered under this Section 7(o7(n) 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 Bring-Down Date).. (o)

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx Manatt, Pxxxxx & XxxxxPxxxxxxx, LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in substantially similar to the form and substance satisfactory to Agent and its counsel, dated the date that the opinion is required to be deliveredattached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion Opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Dateas of the date of the Reliance Letter).

Legal Opinion. (1) On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and (2) within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) D for which no waiver is applicable, the Company shall cause to be furnished to Agent BMO a written opinion of Xxxxxx Xxxxxxx Xxxxxx Xxxxx & Xxxxx, XxXxxxxx LLP (“Company Counsel”), or other counsel satisfactory to Agent, in form and substance satisfactory to Agent BMO and its counsel, dated the date that the opinion is required to be delivered, modifiedsubstantially similar to the form attached hereto as Exhibit E-1 and Exhibit E-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, counsel may furnish Agent BMO with a letter (a “Reliance Letter”) to the effect that Agent BMO may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three two (32) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & XxxxxXxxxxxxxx Xxxx and Xxxx LLP and/or Xxxxxxxxxx PLLC (collectively, LLP (“Company Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance satisfactory to Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, howeverthe Company shall be required to furnish to Xxxxx no more than one opinion per counsel hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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 applicable Registration Statement and the applicable Prospectus as amended or supplemented at such Representation Date).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Agent Liquidnet a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to AgentLiquidnet, in form and substance satisfactory to Agent Liquidnet and its counsel, dated the date that the opinion is required to be delivered, 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, counsel may furnish Agent Liquidnet with a letter (a “Reliance Letter”) to the effect that Agent Liquidnet may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Procter LLP (“Company Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance satisfactory to Agent Xxxxx and its counsel, substantially similar to the form previously provided to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, 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 Bring-Down Dates, counsel Company Counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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 Bring-Down Date).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx & XxxxxDentons US LLP, LLP or other counsel satisfactory to the Agent (“Company Counsel”), or other counsel satisfactory to Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a written opinion (the “Corporate Legal Opinion”) and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to the Agent, each in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion is and negative assurance letter are required to be delivered, 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 opinion and/or negative assurance letter for subsequent Representation Bring-Down Dates, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion and/or negative assurance letter delivered under this Section 7(o7(n) to the same extent as if it were dated the date of such letter (except that ​ ​ ​ statements in such prior opinion and/or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Bring-Down Date).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and Agreement, within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) F for which no waiver is applicable, the Company shall cause to be furnished to Agent the Agents a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP the general counsel of the Company (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit E, 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, counsel may furnish Agent the Agents with a letter (a “Reliance Letter”) to the effect that Agent the Agents may rely on a prior opinion delivered under this Section 7(o7(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).

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that the opinion is required forms previously provided to be deliveredAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three one (31) Trading Days Day of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent XX Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Procter LLP (“Company Counsel”), or other counsel satisfactory to AgentXX Xxxxx, in form and substance satisfactory to Agent XX Xxxxx and its counsel, substantially similar to the form previously provided to Xxxxx and its counsel, dated the date that the opinion is required to be delivered, delivered 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 Bring-Down Dates, counsel Company Counsel may furnish Agent XX Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent XX Xxxxx may rely on a prior opinion delivered under this Section 7(o7(n) 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 Bring-Down Date).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(m) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx Holland & Xxxxx, Knight LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, 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 Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three (3) Trading Days of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver pursuant to Section 7(m) is applicable, the Company shall cause to be furnished to Agent Cowen a negative assurances letter and written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP (“Company Counsel”), or other counsel reasonably satisfactory to AgentCowen, in form and substance reasonably satisfactory to Agent Cowen and its counsel, dated the date that the opinion is required to be delivered, modified, 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 Bring-Down Dates, counsel Company Counsel may furnish Agent Cowen with a letter (a “Reliance Letter”) to the effect that Agent Cowen may rely on a prior opinion delivered under this Section 7(o7(n) 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 Bring-Down Date).

Legal Opinion. On or prior (1) Prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Procter LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, dated substantially similar to the date that the opinion is required to be deliveredform attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Xxxxxxxxx Xxxx and Xxxx LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Leerink a written opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, Procter LLP (“Company Counsel”), or other counsel satisfactory to AgentLeerink, each in form and substance satisfactory to Agent Leerink and its counsel, dated the date that the opinion is and negative assurance letter are required to be delivered, 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, counsel may furnish Agent Leerink with a letter (a “Reliance Letter”) to the effect that Agent Leerink may rely on a prior opinion or negative assurance letter delivered under this Section 7(o7(n) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement First Delivery Date and within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n7(m) for which no waiver is applicable, the Company shall cause to be furnished to Agent Xxxxx a written opinion of Xxxxxx Xxxxxxx Xxxxxx & XxxxxXxxxxxxxx Xxxx and Xxxx LLP and/or Xxxxxxxxxx PLLC (collectively, LLP (“Company Counsel”), or other counsel satisfactory to AgentXxxxx, in form and substance satisfactory to Agent Xxxxx and its counsel, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, howeverthe Company shall be required to furnish to Xxxxx no more than one opinion per counsel hereunder per calendar quarter; provided further, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Agent Xxxxx with a letter (a “Reliance Letter”) to the effect that Agent Cowen may rely on a prior opinion delivered under this Section 7(o7(n) 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).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is applicable, the Company shall cause to be furnished to Agent a CF&Co and the Alternative Agents written opinion opinions of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP and Xxxxxxx Xxxxxx & Xxxxx, Xxxxx LLP (“Company Counsel”), or other counsel satisfactory to Agentthe Agents, in form and substance satisfactory to Agent the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit 7(o)(1)(a) and Exhibit 7(o)(1)(b), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, provided however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish Agent CF&Co and the Alternative Agents with a letter (a “Reliance Letter”) to the effect that Agent CF&Co and the Alternative Agents may rely on a prior opinion delivered under this Section 7(o) 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).

Legal Opinion. (1) On or prior to the date that of the first Shares are sold pursuant to the terms of this Agreement Placement Notice and (2) within three five (35) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(npursuant to Section 7(l) for which no waiver is applicableapplicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxx Xxxxxx Fenwick & Xxxxx, West LLP (“Company Counsel”), or other counsel mutually satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel, dated substantially similar to the date that form previously provided to the opinion is required to be deliveredAgent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to the Agent no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(o7(m) 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 Dateas of the date of the Reliance Letter).