Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including negative assurance statement), dated the Closing Time, of Sidley Austin LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including and a “negative assurance statement)assurances” letter, dated the Closing Time, of Sidley Austin Proskauer Rose LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and negative assurance statement)letter, dated the Closing Time, of Sidley Austin Xxxx, Gotshal & Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Fenwick & West LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and the negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Xxxxxx LLP, U.S. counsel for the Company, with respect to certain matters including regulatory and intellectual property matters, together with the opinion of A&L Goodbody, Irish counsel for the Company, with respect to certain corporate matters, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and the negative assurance statement)letter, each dated the Closing Time, of Sidley Austin O’Melveny & Xxxxx LLP, counsel for the Company, in form and substance previously agreed to by, and reasonably satisfactory to to, counsel for the Underwriters previously agreed Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon by the Representatives certificates of officers and such counsel, together with signed or reproduced copies of such letter for each other representatives of the other UnderwritersCompany and its subsidiaries and certificates of public officials.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including negative assurance and 10b-5 statement), dated the Closing Time, of Sidley Austin Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including and negative assurance statement), dated the date of the Closing Time, of Sidley Austin LLPXxxxx Day, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Underwriters shall have received the opinion (including and negative assurance statement)letter, dated the Closing Time, of Sidley Austin Proskauer Rose LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including negative assurance statement)favorable opinion, dated the Closing Time, of Sidley Austin Proskauer Rose LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselattached hereto as Exhibit A, together with signed or reproduced copies of such letter for each of the other Underwriters. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on customary certificates of responsible officers of the Company and public officials.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including opinions and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Xxxxxx LLP, as corporate and intellectual property counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and the negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Xxxxxx LLP, counsel for the Company, Company in the form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and negative assurance statement)letter, dated the Closing Time, of Sidley Austin Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including favorable opinions and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter letters for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including and negative assurance statement)letter, dated as of the Closing TimeTime and relating to the Initial Securities, of Sidley Austin XxXxxxx Xxxxx LLP, counsel for the Company, in the form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other UnderwritersRepresentatives.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including and negative assurance statement), dated the Closing Time, of Sidley Austin Xxxxx Lovells US LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion letter (including applicable negative assurance statementassurance), each dated the Closing Time, of Sidley Austin LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter letters for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Ropes & Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Akerman LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including and negative assurance statement)letter, dated the Closing Time, of Sidley Austin Ropes & Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion (including and negative assurance statement)letter, dated the Closing Time, of Sidley Austin Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselRepresentative, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A-1 hereto.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion (including and negative assurance statement)letter, dated the Closing Time, of Sidley Austin Loeb & Loeb LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including opinions and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Xxxxxx LLP, as corporate counsel for the Company, together with the opinion of Klarquist Xxxxxxxx, LLP, special counsel for the Company with respect to intellectual property, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter opinions and letters for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Fenwick & West LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including negative assurance statement)favorable opinion, dated the as of Closing Time, of Sidley Austin LLPProskauer Rose L.L.P., counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and negative assurance statement)assurances letter, each dated the Closing Time, of Sidley Austin Xxxxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters .

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including and the negative assurance statement)letter, each dated the Closing Time, of Sidley Austin Fenwick & West LLP, counsel for the Company, together with the opinion of Fish & Xxxxxxxxxx P.C., special counsel for the Company with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion (including and negative assurance statement)letter, dated the Closing Time, of Sidley Austin Proskauer Rose LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion (including negative assurance statement)written opinion, dated the as of Closing Time, of Sidley Austin LLPProskauer Rose L.L.P., counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters previously agreed upon by the Representatives and such counselUnderwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.