Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinions, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives and substantially in the form of Exhibit A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, J▇▇▇▇▇▇▇ & ▇. ▇▇▇▇ LLP▇▇▇, special counsel to Deputy General Counsel and Assistant Corporate Secretary of the Company, and in the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwritersattached hereto as Exhibit A, together with signed or reproduced copies of such letters letter for each of the other Underwriters and to such further effect as counsel to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special Esq., Vice President - Law of the Company (or another senior corporate counsel to designated by the Company, and the Company’s Legal Department, counsel for the Company, each ) in form and substance satisfactory to counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letters letter for each of the other Underwriters Initial Purchasers to the effect set forth in Exhibits E-1 Annex I hereto and E-2 hereto, respectivelyto such further effect as counsel to the Initial Purchasers may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinions, dated as of the Closing Time, from each of SkaddenWachtell, ArpsLipton, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department▇, counsel for the Company, each and ▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden(i) ▇▇▇▇▇▇ ▇▇▇▇▇▇, ArpsExecutive Vice President, SlateCorporate Secretary and General Counsel of the Company, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letters letter for each of the other Underwriters to Initial Purchasers, of each of (i) ▇▇▇▇▇ & Lardner LLP, counsel for the effect set forth in Exhibits E-1 Company; and E-2 hereto(ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, respectivelyVice President, General Counsel and Corporate Secretary of the Company.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Skadden▇▇▇▇ & Priest LLP, Arpsspecial counsel for the Company, Slateand ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, general counsel for the Company, in substantially the forms of Exhibit A-1 and ▇▇▇▇▇▇▇ & ▇▇▇- ▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the The Representatives shall have received the opinionsan opinion, dated as of such Closing Date, of: (i) ▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Closing TimeCompany, of Skadden, Arps, Slate, ▇in form and substance reasonably satisfactory to the Representatives; and (ii) ▇▇▇▇▇▇ & ▇. ▇▇▇▇ LLP▇▇, special general counsel to of the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the ------------------------------ Representatives shall have received the favorable opinions, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇▇▇, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, and ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel for the Company, in each instance in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters opinions for each of the other Underwriters Underwriters, collectively to the effect set forth in Exhibits E-1 and E-2 Exhibit A hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, L▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal DepartmentPC, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives and substantially in the form of Exhibit A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters Underwriters, of each of (i) F▇▇▇▇ & Lardner LLP, counsel for the Company to the effect set forth in Exhibits E-1 Exhibit A hereto; and E-2 (ii) B▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, General Counsel and Corporate Secretary of the Company, to the effect set forth in Exhibit B hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to for the Company, and the Company’s Legal Department▇▇▇▇▇▇▇▇ Phoenix & von Gontard P.C., counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Esq., Assistant General Counsel – Securities of the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinions, dated as of the Closing Time, of Skadden, Arps, Slate, Mich▇▇▇ ▇. ▇▇▇▇▇▇▇ & , ▇▇▇▇ LLP, special counsel to neral Counsel for the Company, Company and the Company’s Legal DepartmentKing & Spalding, counsel for the Company, in each case, in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.the

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion and the negative assurance letter, each dated as of the Closing Time, of Skadden, Arps, Slate, L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, together with the opinions of G▇▇▇▇▇▇▇▇ Traurig, LLP and Bozicevic, Field & F▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, M▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Esq., Senior Vice President and General Counsel of the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters Underwriters, in form and substance to the effect set forth in Exhibits E-1 Exhibit A hereto and E-2 hereto, respectivelyto such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion, dated as of the Closing Time, of Skadden, Arps, Slate, Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Esq., Executive Vice President and General Counsel of the Company, and substantially in the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwritersattached hereto as Exhibit A, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyInitial Purchasers.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion of (i) ▇▇▇▇▇ Day, counsel for the Company, dated as of the such Closing Time, of Skadden, Arps, Slate, and (ii) ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇ LLP▇▇▇, special counsel to Assistant Secretary of the Company, and the Company’s Legal Department, counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits E-1 A-1 and E-2 hereto, respectively.A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden(i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Arps▇▇., SlateExecutive Vice President, Corporate Secretary and General Counsel of the Company, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives and substantially in the form of Exhibit A and Exhibit B hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President, Corporate Secretary and General Counsel of the Company, and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters letter for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion and the negative assurance letter, each dated as of the Closing Time, of Skadden▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Arpscounsel for the Company, Slate, together with the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇, Professional Corporation, special counsel to the Company, and the Company’s Legal Department, counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion and disclosure letter, each dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the opinionsfavorable opinion and disclosure letter, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in the form of Exhibit A hereto, and substance satisfactory to counsel for (ii) the Underwritersfavorable opinion, dated the Closing Time, of Silver, ▇▇▇▇▇▇▇▇, Taff & ▇▇▇▇▇▇▇ LLP, in the form of Exhibit B hereto, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion and the negative assurance letter, each dated as of the Closing Time, of Skadden▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Arpscounsel for the Company, Slate, together with the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇, special counsel to the Company, and the Company’s Legal Department, counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinions, each dated as of the Closing Time, of Skadden, Arps, Slate, Cozen ▇’▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters Representative to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyas counsel to the Representative may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Esq., Chief Governance Officer and Corporate Secretary of the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters Underwriters, in form and substance to the effect set forth in Exhibits E-1 Exhibit A hereto and E-2 hereto, respectivelyto such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, and ▇▇▇ ▇▇▇▇▇▇, General Counsel of the Company, in each case, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 A and E-2 AA hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the CompanyEsq., Senior Vice President and the Company’s Legal Department, counsel General Counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 Exhibit A hereto and E-2 hereto, respectivelyto such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of SkaddenStradley, ArpsRonon, Slate, ▇S▇▇▇▇▇▇ & Y▇▇▇▇ ▇, LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the form of Exhibit A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (a) the opinionsopinion and the negative assurance letter, each dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Procter LLP, counsel for the Company, (b) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, Michigan counsel for the Company and (c) the opinion of ▇▇▇▇▇▇ Hall & ▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion and the negative assurance letter, each dated as of the Closing Time, of Skadden▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Arpscounsel for the Company, Slate, together with the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇, Professional Corporation, special counsel to the Company, and the Company’s Legal Department, counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 form and E-2 hereto, respectivelysubstance reasonably satisfactory to the Representatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, Time of Skadden, Arps, Slate, each of (i) T▇▇▇▇▇▇▇ & S▇▇▇▇▇▇ LLP, special counsel to for the Company, and the Company’s Legal Department(ii) R▇▇▇▇▇▇ ▇. ▇▇▇▇, counsel for Senior Vice President, General Counsel and Corporate Secretary of the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies Representative and substantially in the form of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 Exhibit A-1 and E-2 Exhibit A-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the opinionsfavorable opinion and negative assurance letter, each dated as of the Closing TimeDate, of Skadden, Arps, Slate, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the CompanyCompany (“Company Counsel”), each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters opinion and letter for each of the other Underwriters Underwriters, and of ▇▇▇▇▇ ▇▇▇▇▇▇, the General Counsel of the Company, in form and substance satisfactory to the effect set forth in Exhibits E-1 and E-2 heretoRepresentatives, respectivelytogether with signed or reproduced copies of such opinion for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion, dated as of the Closing Time, of Skadden, Arps, Slate, W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President and General Counsel of the Company and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & and ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, in each case in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 Exhibit A-1 and E-2 Exhibit A-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to Underwriters, of each of (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the effect set forth in Exhibits E-1 Company; and E-2 hereto(ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, respectivelyVice President, General Counsel and Corporate Secretary of the Company.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsopinion, dated as of the Closing Time, of Skadden, Arps, Slate, Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letters letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits E-1 Exhibit D hereto and E-2 hereto, respectivelyto such further effect as counsel to the Representative may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, W▇▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇▇▇▇▇ & ▇▇▇▇ and D▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion and 10b-5 statement, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇, special counsel to the Company, and the Company’s Legal DepartmentP.C., counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyInitial Purchasers.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing TimeTime and in form and substance satisfactory to counsel for the Underwriters, of Skadden(i) Paul, ArpsHastings, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel to for the CompanyCompany and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇, and the Company’s Legal Department, general counsel for the Company, in each in form and substance satisfactory to counsel for the Underwriters, case together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion and the negative assurance letter, each dated as of the Closing Time, of Skadden▇▇▇▇▇▇ LLP, Arpscounsel for the Company, Slate, together with the opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Sagittarius Intellectual Property LLP, special counsel to the Company, and the Company’s Legal Department, counsel counsels for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal DepartmentP.C., counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the form of Exhibit B hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Placement Agents, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinions, dated as of the Closing Time, of Skadden, Arps, Slate, Jame▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇nior Vice President and General Counsel of the Company and Vins▇▇ & ▇▇lki▇▇ LLP▇.▇.P., special counsel to the Company, the Trust and the Company’s Legal DepartmentPartnership, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.Exhibit B

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each and of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President and General Counsel of the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives and substantially in the forms of Exhibit A(1) and Exhibit A(2) hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative ------------------------------ shall have received the favorable opinions, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department▇▇▇▇▇, counsel for the Company, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel for the Company, in each instance in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters collectively to the effect set forth in Exhibits E-1 and E-2 Exhibit A hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department▇▇▇▇▇, counsel for the Company, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel for the Company, in each instance in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters collectively to the effect set forth in Exhibits E-1 and E-2 Exhibit A hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Davi▇ ▇. ▇▇▇▇▇, ▇▇ & ▇ce President, Secretary and General Counsel to the Company and of Buch▇▇▇▇ LLP▇▇▇e▇▇▇▇▇ ▇▇▇fessional Corporation, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 Exhibit A hereto and E-2 hereto, respectivelyto such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion, dated as of the Closing Time, of Skadden▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, Arpscounsel for the Company, Slatetogether with the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇▇▇, PC, special counsel to the Company, and the Company’s Legal Department, counsel for the CompanyCompany with respect to patents and proprietary rights, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 A-1 and E-2 A-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinions, dated as of the Closing Time, of SkaddenVorys, Arps, Slate▇▇▇▇▇, ▇▇▇▇▇▇▇ & and ▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each and of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President and General Counsel of the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the forms of Exhibit A(1) and Exhibit A(2) hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable (i) corporate opinion, dated as (ii) tax opinion and (iii) negative assurance letter of the Closing Time, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to each dated the CompanyClosing Date, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of each such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 ▇-▇, ▇-▇ and E-2 A-3 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, securities counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters Initial Purchasers substantially to the effect set forth in Exhibits E-1 and E-2 Exhibit A hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, each dated as of the Closing Time, of Skadden(i) the General Counsel of the Company, Arps(ii) Hogan & Hartson LLP, Slatecounsel for the Company, and (iii) Baker & Dani▇▇▇, cou▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for r the Company, each in form and substance satisfactory to ▇▇▇▇sfa▇▇▇▇▇ ▇o counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letters for each of the other Underwriters Initial Purchasers to the effect set forth in Exhibits E-1 and E-2 Exhibit A hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received received: (i) the opinionsfavorable opinion and negative assurance letter, dated as of the Closing Time, of Skadden▇▇▇▇▇▇ LLP, Arpscounsel for the Company, Slatein form and substance reasonably satisfactory to counsel for the Underwriters; and (ii) the favorable opinions, dated the Closing Time, each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, intellectual property counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsopinion, dated as of the Closing Time, of Joey ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇q., Senior Vice President and General Counsel of the Company, and of Skadden, Arps, Slate, ▇▇▇▇Meag▇▇▇ & ▇lom ▇▇▇ LLP▇, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in the form set forth in Exhibits A and substance satisfactory to counsel for the UnderwritersB hereto, respectively, together with signed or reproduced copies of each of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyInitial Purchasers.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden(i) the General Counsel of the Bank, Arps, Slate, and (ii) C▇▇▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsopinion, dated as of the Closing Time, of Skadden, Arps, Slate(i) Squire, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal DepartmentL.L.P., counsel for the Company, each or (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 Exhibit A-1 and E-2 heretoExhibit A-2, respectively, hereto.

Opinion of Counsel for Company. At the Closing Time, the U.S. Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slateeach of (i) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department▇, counsel for the Company and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Deputy General Counsel of the Company, each in customary form and substance satisfactory to counsel for covering such matters as the Underwriters, together with signed or reproduced copies of such letters for each of the other U.S. Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelymay reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative, the Forward Seller and the Forward Purchaser shall have received the favorable opinions, dated as of the Closing Time, of SkaddenS▇▇▇▇▇ P▇▇▇▇▇ B▇▇▇▇ (US) LLP, Arpscounsel for the Company, Slate, and N▇▇▇▇▇▇▇ & ▇. ▇▇▇▇ LLP▇▇▇, special counsel to the CompanyExecutive Vice President, Chief Legal Officer and the Company’s Legal Department, counsel for Corporate Secretary of the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to Forward Seller and the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyForward Purchaser.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters and (ii) ▇▇▇▇▇▇ and Calder (Cayman) LLP, Cayman Islands counsel for each of the other Underwriters Company, in form and substance satisfactory to counsel for the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyUnderwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of SkaddenGibson, ArpsDunn & Crutcher LLP, Slatecounsel for the Company, and Lon Novatt, ▇▇▇▇▇▇l ▇▇▇▇sel ▇▇ & ▇▇▇ Company, in each case, in form and ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters letter for each of the other Underwriters to the effect set forth in Exhibits E-1 A and E-2 AA hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinionsfavorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the form of Exhibit A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibits E-1 and E-2 hereto, respectivelyRepresentative.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the opinionsopinion, and negative assurance letter, each dated as of the Closing Time, of Skadden, Arps, Slate, M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ LLP, special U.S. counsel to for the Company, (ii) the opinion, dated the Closing Time, of M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ UK LLP, English counsel for the Company, and (iii) the Company’s Legal Departmentopinion, dated the Closing Time, of Carpmaels & R▇▇▇▇▇▇▇ LLP special counsel for the CompanyCompany with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinionsfavorable opinions and letter, dated as of the Closing Time, of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Meagher & ▇▇▇▇ Flom LLP, special counsel to the Company, and the Company’s Legal Department, counsel for the Company, each in form and substance reasonably satisfactory to the Representatives and (ii) Robyn P. Turner, Senior Vice President, Assistant General Counsel and Corporate Secretary of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibits E-1 and E-2 hereto, respectively.