Common use of Opinion of Counsel for U Clause in Contracts

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise & Xxxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1), (2), (5) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10), inclusive, (11) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. UnderwritersUNDERWRITERS. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxxxx, Xxxxxx & XxxxxxxxXxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiii), (xv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of the jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Fried, Frank, Harris, Shriver & XxxxxxxxJacobson, counsel for the U.S. Underwriters, together with signed or reproduced wxxx xxxned xx xxxxoduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-by laws of the Company), (7) through (10viii), inclusive(x), (11xi), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") of Exhibit A-1 and the first full penultimate paragraph of text following clause 16 of Exhibit A A-2 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries Subsidiaries and of the Selling Shareholders and certificates of public officials.

Opinion of Counsel for U. S. UnderwritersUNDERWRITERS. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxxxx, Carton & XxxxxxxxXxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses paragraphs (1), (2), (5), (6) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) 8) through (10), inclusive, (1113), (15) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of the jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Vinsxx & XxxxxxxxXlkixx X.X.P., counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State States of Texas and New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Vinsxx & XxxxxxxxXlkixx X.X.P., counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7ix) through (10xi), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Akin, Gump, Strauss, Xxxxx & XxxxxxxxXxxx, L.L.P., counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5xv) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10x), inclusive(xiii), (11xiv), (xvii), (xx) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full last paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion the opinions referred to in paragraphs (b), (c) and (d) above, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Skadden, Arps, Slate, Xxxxxxx & XxxxxxxxXxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ix), (5) x), (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7xiii) through (10xv), inclusive, (11) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such the opinions described in paragraphs (b), (c) and (d) above, each counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State Commonwealth of New YorkMassachusetts, the federal law of the United States and the General Corporation Law and the Revised Uniform Limited Partnership Act of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. UnderwritersUNDERWRITERS. At Closing Time, the U.S. Representatives Underwriters shall have received the favorable opinion, dated as of Closing Time, of Debevoise Vinson & XxxxxxxxElkins L.L.P., counsel for the U.S. Underwriters, together with signed or xxxx xignxx xx reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2iv), (5v) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7vi) through (10ix), inclusive, (11xi) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State States of Texas and New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. RepresentativesUnderwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Shearman & XxxxxxxxSterling, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Shearman & XxxxxxxxSterling, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in [clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the organizational documents, charter or by-laws laws, as the case may be, of the CompanyL.L.C. and the Issuer), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full paragraph of text following clause 16 penultimate paragraph] of Exhibit A hereto. In giving such opinion opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company L.L.C. and its the Issuer and their respective subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. RepresentativesRepresentatives which may include counsel to the Company. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10viii), inclusive(x), (11xii) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 Exhibit A-1 hereto and in clauses (i) and (ii) of Exhibit A A-2 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. RepresentativesUnderwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Shearman & XxxxxxxxSterling, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. UnderwritersUNDERWRITERS. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Xxxxxx, Xxxxxx & XxxxxxxxXxxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") xiii), and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Browx & XxxxxxxxXood XXX , counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States States, and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.also

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Brown & XxxxxxxxWood LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2vii), (5viii) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7x) through (10xii), inclusive, (11xiv), (xvi) (solely as to the information in the Prospectus under "Description Shares of Capital StockBeneficial Interest--Common StockShares") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company Company, the Operating Partnership and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. UnderwritersUNDERWRITERS. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Shearman & XxxxxxxxSterling, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xii), (xiv) (solely as to the information in the Prospectus under "Description of Capital Stock--Stock-- Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries the Subsidiary and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At the Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of the Closing Time, of Debevoise Skadden, Arps, Slate, Xxxxxxx & XxxxxxxxXxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2v), (5vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws bylaws of the Company), (7viii) through (10x), inclusive, (11xiv) (solely as to the information in the Prospectus Prospectuses under "Description of the Capital Stock--Stock -- Class A Common Stock and Class B Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries Subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Fried, Frank, Harris, Shrixxx & XxxxxxxxXacoxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the certain matters set forth in clauses (1i), (2ii), (5iv), (v) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) through (10vii), inclusive(ix), (11x), (xii) and (xiv) (solely as to the information in the Prospectus Prospectuses under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 Exhibit A-1 hereto and with respect to the matters set forth in opinions (1) and (2) of Exhibit A B-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and of the Selling Shareholders and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Simpxxx Xxxxxxx & XxxxxxxxXartxxxx, counsel xxunsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiv) (solely as to the information in the Prospectus under "Description of Capital Common Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, York and the federal law of the United States and the General Corporation Law of the State of DelawareStates, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise & Xxxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses 1, 2, 4 (1as to the [CARAT] third [CARAT] clause thereof), 5 (2), (5) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7) 8 through (10), inclusive, (11) , 13 (solely as to the information in the Prospectus under "Description of Capital Stock--Stock -- Common Stock") and the first full paragraph of text following clause 16 of Exhibit A A-2 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law and the Revised Uniform Limited Partnership Act of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Opinion of Counsel for U. S. Underwriters. At Closing Time, the U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of Debevoise Winston & XxxxxxxxXxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters with respect to the matters set forth in clauses (1i), (2ii), (5v), (vi) (but with respect to preemptive or other similar rights, solely as to preemptive or other similar rights arising by operation of law or under the charter or by-laws of the Company), (7viii) through (10x), inclusive, (11xiii), (xv) (solely as to the information in the Prospectus under "Description of Capital Stock--Common Stock") and the first full penultimate paragraph of text following clause 16 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State States of Illinois and New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.