Common use of Opinion of Tax Counsel Clause in Contracts

Opinion of Tax Counsel. The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

Opinion of Tax Counsel. The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman McGuireWoods LLP, special counsel to the Company, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx McGuireWoods LLP may require and rely upon representations contained in letters or certificates from each of HEOP Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Opinion of Tax Counsel. The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLPHaynsworth Xxxxxxx Xxxx, P.A., special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP Haynsworth Xxxxxxx Xxxx, P.A. may require and rely upon representations contained in letters from each of HEOP Parent, Company, and the Companyany subsidiary of either.

Opinion of Tax Counsel. The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman Bxxxx Xxxx LLP, special counsel to the Company, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx Bxxxx Xxxx LLP may require and rely upon representations contained in letters or certificates from each of HEOP Parent and the Company, reasonably satisfactory in form and substance to such counsel.