Opinion of Counsel to Purchaser. Seller shall have been furnished with an opinion of Xxxxxxx & Xxxxxx, LLP, counsel to Purchaser, dated as of the Primary Closing and addressed to Seller in substantially the form of EXHIBIT H hereto.
Opinion of Counsel to Purchaser. The Sellers shall have received an opinion of counsel to the Purchaser, dated the Closing Date, substantially in form satisfactory to the Company's counsel.
Opinion of Counsel to Purchaser. [Letterhead of Xxxxxxx, Xxxxxxx & Xxxxx, P.A.] __________, 199_ Engineering Development Laboratories, Incorporated Signal Technology Laboratories, Inc. c/o__________________________ ______________________________ ______________________________ Attn:_________________________ RE: Acquisition Agreement dated as of __________,1998 (the "Acquisition Agreement") by and among Paravant Computer Systems, Inc. (the "Purchaser"), Engineering Development Laboratories, Incorporated ("EDL"), Signal Technology Laboratories, Inc. ("STL")(EDL and STL collectively, the "Companies") and Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, C. Xxxxx Xxxxxxxxxx, X. Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxx X. Xxxxxxxxx (each, a "Shareholder" and collectively, the "Shareholders") Gentlemen: This opinion is furnished to you in accordance with the provisions of Section 7.7 of the above referenced Acquisition Agreement. We have acted as counsel to the Purchaser in connection with the Acquisition Agreement and the related Employment Agreements and Non-Competition Agreements to which it is a party referred to therein (collectively, the "Related Agreements"). All capitalized terms used but not defined herein which are defined in the Acquisition Agreement and the Related Agreements shall have the same meaning herein as therein defined unless the context hereof otherwise requires. As counsel to the Purchaser, we have (i) conferred with the officers of the Purchase; (ii) examined the Acquisition Agreement and the Related Agreements, the stock record books of the Purchaser and such other corporate documents, records and certificates of the Purchase, federal and state laws, rules and regulations; and (iii) made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In all such examinations and investigations, we have assumed the genuineness of all signatures on original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinions, we have relied upon the representations and warranties set forth in the Acquisition Agreement and the Related Agreements and statements or certificates of public officials and of the Purchaser. This opinion has been prepared and is to be construed in accordance with the Report on Standards for Florida Opinions dated April 8, 1991, issued by the Business Law Section of The Florida Bar, which is incorporated by reference into this opinion. B...
Opinion of Counsel to Purchaser. The Company and Seller shall have been furnished with an opinion of Xxxxxxx & Xxxxxx, counsel to Purchaser, dated as of the Closing and addressed to the Company and Seller in substantially the form of EXHIBIT B hereto.
Opinion of Counsel to Purchaser. The Shareholders shall have received an opinion of counsel to Purchaser, addressed to the Shareholders, dated as of the Closing Date, to the effect set forth in, and substantially in the form, of Exhibit 11.4.
Opinion of Counsel to Purchaser. Seller shall have received from Gray Xxxy Xxxx & Xreidenrich LLP, counsel to Purchaser, an opinion dated as of the Closing Date and substantially in the form attached hereto as Exhibit D.
Opinion of Counsel to Purchaser. Target shall have received an opinion letter dated as of the Effective Date addressed to Target from Xxxxxxx X. Xxxxxx, Esq., General Counsel and Secretary of Purchaser, based on customary reliance and subject to customary qualifications to the effect that:
Opinion of Counsel to Purchaser. Seller shall have received from Xxxxxx Xxxxxxx Xxxxxx & Brand, a Professional Limited Liability Partnership, counsel to Purchaser, an opinion, dated the Closing Date, in the form of Exhibit E ("Purchaser Counsel's Legal Opinion").
Opinion of Counsel to Purchaser. Seller shall have received the ------------------------------- opinion of Xxxx Xxxxxxx, dated the Closing Date, in the form of Exhibit 4.02(c) hereto [FORM ATTACHED]. ---------------
Opinion of Counsel to Purchaser. PSA shall have received from counsel to Purchaser an opinion, dated the Closing Date, in form and substance customary to transactions of the type contemplated hereby and reasonably satisfactory to PSA.
