Common use of Opinions of Counsel to the Company Clause in Contracts

Opinions of Counsel to the Company. The Representatives shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1, and A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel to the Company. The Representatives Representative shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx Xxxxxxx LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1Schedules V-1, V-2 and A-2 V-3 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 Schedule V-4 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel to the Company. The Representatives shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx Vxxxxxx, LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1, and A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel to the Company. The Representatives Representative shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1Schedules V-1, V-2 and A-2 V-3 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 Schedule V-4 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel to the Company. The Representatives Representative shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the UnderwritersUnderwriter, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1, and A-2 hereto, respectively, and to such further effect as counsel to the Underwriters Underwriter may reasonably request. In addition, at Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the UnderwritersUnderwriter, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 hereto and to such further effect as counsel to the Underwriters Underwriter may reasonably request.

Opinions of Counsel to the Company. The Representatives shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1Schedules V-1, V-2 and A-2 V-3 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 Schedule V-4 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel to the Company. The Representatives shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx Vxxxxxx, LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1, and A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinions of Counsel to the Company. The Representatives Representative shall have received the favorable opinions and letters, each dated the Closing Time and, with respect to the Option Shares, the Option Closing Date, reasonably satisfactory in form and substance to counsel for the Underwriters, from each of Proskauer Rose LLP, counsel to the Company, and Vxxxxxx LLP, Maryland counsel to the Company, to the effect set forth in Exhibits A-1Schedules V-1, V-2 and A-2 V-3 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. In addition, at Closing Time, the Representatives Representative shall have received the favorable opinion, dated as of the Closing Time, reasonably satisfactory in form and substance to counsel for the Underwriters, of Proskauer Rose LLP, tax counsel to the Company, to the effect set forth in Exhibit A-3 Schedule V-4 hereto and to such further effect as counsel to the Underwriters may reasonably request.