Common use of Opinions of Counsel for Company Clause in Contracts

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Xxxxxxxx & Xxxxx LLP, counsel for the Company, Eversheds Xxxxxxxxxx Xxxxxx & Xxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Kxxxxxxx & Exxxx LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx Eversheds Sxxxxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx Vxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Kxxxxxxx & Exxxx LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx Eversheds Sutherland (US) LLP, special regulatory counsel for the Company, and Xxxxxxx Vxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Kxxxxxxx & Exxxx LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx Eversheds Sxxxxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx Vxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Eversheds Xxxxxxxxxx Xxxxxx & Xxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionopinion and negative assurance letter, dated as of the Closing Time, of Proskauer Rose Eversheds Xxxxxxxxxx (US) LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case case, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters to the effect set forth in Exhibits A through C heretoExhibit A-1 and Exhibit A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel counsels may state that, that insofar as such opinion involves opinions involve factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Eversheds Xxxxxxxxxx Xxxxxx & Xxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, and Xxxxx X. Xxxxxxx, general counsel of Ares and chief compliance officer and secretary of the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries Subsidiary and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, and Xxxxx X. Xxxxxxx, general counsel of Ares and chief compliance officer and secretary of the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx Venable LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, and Xxxxx X. Xxxxxxx, general counsel of Ares and chief compliance officer and secretary of the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Xxxxxxxx & Xxxxx LLP, counsel for the Company, Eversheds Xxxxxxxxxx Xxxxxx & Xxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx Eversheds Sutherland (US) LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Kxxxxxxx & Exxxx LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx Eversheds Sxxxxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx Vxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Xxxxxxxx & Xxxxx LLP, counsel for the Company, Eversheds Xxxxxxxxxx Xxxxxx & Xxxxxxx (US) LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At Closing the Representation Time and the Expiration Time, the Representatives Dealer Managers shall have received the favorable opinion, dated as of Closing the Representation Time and the Expiration Time, of Proskauer Rose LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the UnderwritersDealer Managers, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A B through C D hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Proskauer Rose Xxxxxxxx & Xxxxx LLP, counsel for the Company, Xxxxxxxxxx Xxxxxx & Xxxxxxx Eversheds Sutherland (US) LLP, special regulatory counsel for the Company, and Xxxxxxx LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.