Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the Manager, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b) hereof.

Appears in 12 contracts

Samples: Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (American Capital Agency Corp)

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Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 5 contracts

Samples: Underwriting Agreement (Springleaf Holdings, Inc.), Underwriting Agreement (Fortress Investment Group LLC), Underwriting Agreement (Stratim Cloud Acquisition Corp.)

Opinion of Counsel for Company. The favorable opinion opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 2 contracts

Samples: Form of Purchase Agreement (THL Credit, Inc.), Purchase Agreement (THL Credit, Inc.)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the Manager, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (American Capital Agency Corp)

Opinion of Counsel for Company. The favorable opinion opinions of SkaddenXxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated as of such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Spectra Energy Corp.), Underwriting Agreement (Spectra Energy Corp.)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities Notes to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Selective Insurance Group Inc)

Opinion of Counsel for Company. The favorable An opinion and negative assurance letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b5(a) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Pharmaceuticals, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and XxXxxxxxx Will and Xxxxx LLP, counsel for the Company and the Managerin each case, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities Additional Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Drive Shack Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (DST Systems Inc)

Opinion of Counsel for Company. The favorable opinion of (1) Skadden, Arps, Slate, Xxxxxxx Meagher, & Xxxx LLP, counsel for the Company and (2) X.X. Xxxxxxx, Executive Vice President, Corporate Secretary and General Counsel for the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Safety-Kleen, Inc)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, counsel for the Company and the Manager, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (American Capital Agency Corp)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Meagxxx & Xxxx LLPXlom XXX, counsel for the Company and Company, together with the Managerfavorable opinion of Danixx X. Xxxxxxxx, xxneral counsel to the Company, each in form and substance satisfactory to counsel for the UnderwritersInternational Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: International Purchase Agreement (Hayes Wheels International Inc)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPXxxx, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Amerus Group Co/Ia)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and Company, together with the Managerfavorable opinion of Xxxxxx X. Xxxxxxxxxx, in-house intellectual property counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Regeneron Pharmaceuticals Inc

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP(Illinois), counsel for the Company and Company, together with the Managerfavorable opinion of Xxxxxx X. Xxxxxx, Esq., general counsel for the Company, each in form and substance reasonably satisfactory to counsel for the UnderwritersInternational Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section Sections 5(b) and 5(c) hereof.

Appears in 1 contract

Samples: International Purchase Agreement (Usn Communications Inc)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Meagxxx & Xxxx LLPXlom XXX, counsel for the Company and Company, together with the Managerfavorable opinion of Danixx X. Xxxxxxxx, xxneral counsel to the Company, each in form and substance satisfactory to counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Hayes Wheels International Inc)

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Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion of (a) Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, counsel for the Company and (b) the ManagerGeneral Counsel of the Company, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Virgin Trains USA LLC)

Opinion of Counsel for Company. The favorable opinion of ------------------------------ Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Blackrock Inc /Ny)

Opinion of Counsel for Company. The favorable opinion opinion, dated such Date of Delivery, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance reasonably satisfactory to counsel for the Underwriters. Such counsel for the Company may state that, dated such Date of Deliveryinsofar as its opinion involves factual matters, relating it has relied, to the Option Securities to extent it deems proper, upon certificates of officers of the Company and public officials. The opinion shall be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Oceanfirst Financial Corp)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the UnderwritersInternational Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Blackrock Inc /Ny

Opinion of Counsel for Company. The favorable An opinion and negative assurance letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Pharmaceuticals, Inc.)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Company and the ManagerCompany, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Openwave Systems Inc)

Opinion of Counsel for Company. The favorable opinion opinions of each of (i) Hinkle, Hensley, Xxxxxx & Xxxxxx, LLP, counsel for the Company, and (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Company and the ManagerCompany, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (First State Bancorporation)

Opinion of Counsel for Company. The favorable opinion or opinions of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxx, LLP, special counsel for the Company, and Horgan, Rosen, Beckham & Coren, L.L.P., counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the UnderwritersUnderwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (First California Financial Group, Inc.)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the Manager, each in form and substance satisfactory to counsel for the UnderwritersOperating Partnership, dated such the Date of Delivery, relating to the Option Securities to be purchased on such the Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (American Land Lease Inc)

Opinion of Counsel for Company. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance satisfactory to counsel for the UnderwritersRepresentatives, dated such Date of Delivery, relating to the Option Securities Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b6(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Veritex Holdings, Inc.)

Opinion of Counsel for Company. The favorable An opinion of Skadden, ------------------------------ Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company and the ManagerCompany, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Plum Creek Timber Co Inc)

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