Opinion of Counsel to the Purchaser Clause Samples

Opinion of Counsel to the Purchaser. The Seller shall have received the opinion of Will▇▇▇ ▇▇▇▇ & ▇all▇▇▇▇▇, ▇▇unsel to the Purchaser, or other counsel to the Purchaser which counsel is reasonably acceptable to the Seller, dated the Closing Date, and substantially in the form attached hereto as Exhibit C.

Opinion of Counsel to the Purchaser. On or prior to the Closing ------------------------------------- Date, Sellers shall have received from counsel to the Purchaser an opinion, dated the Closing Date, in a form to be agreed upon by the parties.

Opinion of Counsel to the Purchaser. The Shareholder and the Companies shall have received an opinion of the general counsel of the Purchaser, ▇▇▇▇ ▇▇▇▇▇▇▇, dated the Closing Date, in form and substance reasonably satisfactory to the Shareholder and the Companies.

Opinion of Counsel to the Purchaser. The Company shall have been ----------------------------------- furnished with an opinion, dated the Closing Date, of Coudert Brothers, special counsel for the Purchasers, satisfactory to the Company, substantially in the following form: (a) Upon execution and delivery, this Agreement shall constitute the legal, valid and binding obligations of the Purchasers; (b) The execution and delivery of this Agreement by the Purchasers and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any of the constitutive documents of any of the Purchasers or to the knowledge of such counsel any mortgage, note, bond or other evidence of indebtedness or indenture, contract, lease or other agreement known to such counsel to which any of the Purchasers is a party; (c) To the knowledge of such counsel, there are no actions, suits, proceedings or investigations pending or threatened against the Purchasers which question or challenge the validity of this Agreement or the purchase by the Purchasers of the Shares hereunder; and (d) No consents, approvals, authorizations and orders of any public, governmental or regulatory body, agency or authority (except such as shall have been obtained) are necessary for the due authorization, execution and delivery by the Purchasers of this Agreement and the purchase of the Shares to be purchased by the Purchasers hereunder; In giving the above opinions, such counsel may assume the genuineness of the signatures of the Purchasers and their officers or other authorized representatives and may rely, as to factual matters, without independent check or verification, upon the representations and warranties made in this Agreement, the documents delivered in connection herewith and certificates of the Purchasers and their officers or other authorized representatives.

Opinion of Counsel to the Purchaser. The Purchaser shall have ----------------------------------- delivered to each of the Companies a favorable opinion of the Purchaser's counsel, Piper & Marbury L.L.P., dated the date of Closing, in form and substance satisfactory to the Stockholder and her counsel, to the effect that (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Purchaser has the corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease; (c) the Purchaser has the corporate power to enter into the transactions contemplated by this Agreement; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by the Purchaser in connection with this Agreement (the "Purchaser Documents" and, together with the ▇▇▇▇▇▇ Documents, the "Closing Documents") have been duly authorized and approved by all requisite action of the Board of Directors and stockholders of the Purchaser, and this Agreement and all other Purchaser Documents have been duly executed and delivered by the Purchaser and constitute valid and legally binding obligations of the Purchaser, subject to applicable bankruptcy, insolvency, moratorium and other similar laws of general application and such general principles of equity as a court having jurisdiction may apply; (e) the execution and delivery of this Agreement and the other the Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate or conflict with any provision of the Articles of Incorporation or By-Laws of the Purchaser; (f) the execution and delivery of this Agreement and the other the Purchaser Documents did not, and the consummation of the transactions contemplated hereby or thereby will not, violate any provision of any agreement, instrument, order, judgment or decree, of which such counsel has knowledge, to which the Purchaser may be a party or by which it is bound; (g) except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against the Purchaser which seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement; (h) the shares of Purchaser Common Stock issuable as Earnout Shares have been duly authorized and reserved for issuance and, if and when issued and delivered in accord...

Opinion of Counsel to the Purchaser. The Seller shall have received ----------------------------------- an opinion of counsel to the Purchaser reasonably satisfactory to the Seller, dated the Closing Date, in form and substance reasonably satisfactory to counsel for the Seller substantially to the effect set forth in Exhibit C hereto.

Opinion of Counsel to the Purchaser. The Sellers shall have received the opinion of ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Purchaser, dated the Closing Date, substantially in the form attached hereto as EXHIBIT C.

Opinion of Counsel to the Purchaser. The Seller and the Shareholders shall have received the opinion of Farrell Fritz, P.C., counsel to the Purchaser, dated the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇ly in the form of Exhibit E.

Opinion of Counsel to the Purchaser. The Seller and the Shareholder shall have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C., counsel to the Purchaser, dated the Closing Date, substantially in the form of Exhibit D.