Common use of Opinion of Counsel for U Clause in Contracts

Opinion of Counsel for U. S. Underwriters. At the Closing Time, the U.S. Representative shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx & Flom XXX, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters in form and substance satisfactory to the U.S. Representative. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. Representative. 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 the Closing Time, the U.S. Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx Xxxxxxx & Flom XXXXxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters Underwriters, in customary form and substance satisfactory to covering such matters as the U.S. RepresentativeUnderwriters may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. RepresentativeRepresentatives. 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.. (h) (i)

Opinion of Counsel for U. S. Underwriters. At the Closing Time, the U.S. Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx Shearman & Flom XXXSterling, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters in form and substance satisfactory with respect to the U.S. Representativematters set forth in clauses and the penultimate paragraph of Exhibit A-2 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. RepresentativeMerrxxx Xxxcx. Such Xxch 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 the Closing Time, the U.S. Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx Xxxxxxx & Flom XXXXxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters in form and substance reasonably satisfactory to the U.S. RepresentativeUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. RepresentativeRepresentatives. 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 the Closing Time, the ---------------------------------------- U.S. Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx Xxxxxx Xxxxxx & Flom XXXXxxxxxx, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters Underwriters, in form and substance satisfactory to the U.S. RepresentativeRepresentatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. RepresentativeRepresentatives. 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 the Closing Time, the U.S. Representative Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx & Flom Dewex Xxxxxxxxxx XXX, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters in form and substance satisfactory with respect to the U.S. Representativecertain matters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. RepresentativeUnderwriters. Such counsel may also state that, insofar as such opinion involves factual 18 19 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 the Closing Time, the U.S. Representative Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx Xxxxxxx & Flom XXXXxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters in form and substance reasonably satisfactory to the U.S. RepresentativeUnderwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. RepresentativeUnderwriters. 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 the Closing Time, the U.S. Representative Representatives shall have received the favorable opinion, dated as of the Closing Time, of Skadden, Arps, Slate, Meagxxx Xxxxxxx & Flom XXXXxxx LLP, counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters Underwriters, in customary form and substance satisfactory to covering such matters as the U.S. RepresentativeUnderwriters may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 19 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. RepresentativeRepresentatives. 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.