Opinion of U. S. Counsel for the Company. On each of the First Closing Date and each Option Closing Date the Representative shall have received the opinion of Kxxxxxxx & Exxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.
Opinion of U. S. Counsel for Underwriters and the Sub-underwriter. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel for the Underwriters and the Xxx-xxderxxxxer, together with signed or reproduced copies of such opinion for each of the other Underwriters, in form and substance satisfactory to the Underwriters. 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 and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriters. 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 U. S. Counsel for the Company. Bxxxx & MxXxxxxx LLP, U.S. counsel for the Company, together with Bxxxx & MxXxxxxx SC, Caracas, Venezuela, shall have furnished to the Representatives, at the request of the Company, their written opinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto.
Opinion of U. S. Counsel for Underwriters and the Sub-underwriter. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling, U.S. counsel for the Underwriters and the Sub-underwriter, together with signed or reproduced copies of such letter for each of the other Underwriters and the Sub-underwriter, with respect to the matters set forth in clauses (i) to (iii), inclusive, (vi) (solely as to the information in the Prospectuses under "Recapitalization and Description of Share Capital") and the penultimate paragraph of Exhibit C hereto. In giving such opinion such counsel may rely, as to all matters governed by laws other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriters. 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 U. S. Regulatory Counsel for the Company. Kleinfeld, Xxxxxx and Xxxxxx, LLP, U.S. regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, its written opinion dated the Closing Date, or the Additional Closing Date, as the case may be, to the effect set forth on Exhibit G.
Opinion of U. K. COUNSEL TO THE OBLIGORS. An opinion, dated the Closing Date, of Trethowans Solicitors, special U.K. counsel to the Obligors, substantially in the form of Exhibit G hereto and covering such matters as the Agent or any Lender may reasonably request (and each Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the Agent).
Opinion of U. S. Counsel for the Company. You shall have received on the First Closing Date, or the Second Closing Date, as the case may be, an opinion of Weil, Gotshal & Mangxx XXX, substantially in the form of Exhibit B attached hereto, dated the First Closing Date, or the Second Closing Date, addressed to the Underwriters and with reproduced copies or signed counterparts thereof for each of the Underwriters.
Opinion of U. S. Counsel for the Underwriters. You shall have received on the First Closing Date, or the Second Closing Date, as the case may be, an opinion of Brobxxx, Xxleger & Harrxxxx XXX, in form and substance satisfactory to you, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby as you may reasonably require, and the Company shall have furnished to such counsel such documents as they may have requested for the purpose of enabling them to pass upon such matters.
Opinion of U. S. Counsel to the Obligors. An opinion, dated the Closing Date, of Holme Roberts & Owen LLP, counsel to the Obligors, substantialxx xx the xxxm of Exhibit D-4 hereto (and each Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).
Opinion of U. S. Counsel for the Company. On each of the First Closing Date and each Option Closing Date the Representative shall have received the opinion of Xxxxxx & Whitney LLP, U.S. counsel for the Company, dated as of such Closing Date, in form and substance satisfactory to counsel for the Underwriters (and the Representative shall have received an additional five signed copies of such counsel’s legal opinion for each of the several Underwriters).
