Common use of Opinion of Underwriters’ Counsel Clause in Contracts

Opinion of Underwriters’ Counsel. The (A) opinion of Xxxxxxx and Xxxxxx LLP, counsel to the Underwriters (“Underwriters’ Counsel”), dated the Closing Date, and addressed to the Underwriters, to the effect that (i) under existing law, the Bonds may be offered and sold without registration under the Securities Act of 1933, as amended, (ii) the Trust Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended and (iii) the agreement of the Issuer contained in the Continuing Disclosure Agreement provides a reasonable basis for the Underwriters to conclude that the Continuing Disclosure Agreement satisfies the requirements of Rule 15c2-12, as amended, and (B) negative assurances letter of Underwriters’ Counsel, dated the Closing Date, and addressed to the Underwriters, to the effect that Underwriters’ Counsel has no reason to believe that on the Closing Date the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, except for the financial statements or other financial, forecast, technical, operating, statistical, demographic or accounting statements and data contained therein and the information concerning The Depository Trust Company and its book-entry only system included therein, as to which no view is expressed);

Opinion of Underwriters’ Counsel. The (A) opinion of Xxxxxxx and Xxxxxx LLP, counsel to the Underwriters (“Underwriters’ Counsel”), dated the Closing Date, and addressed to the Underwriters, to the effect that (i) under existing law, the Bonds may be offered and sold without registration under the Securities Act of 1933, as amended, (ii) the Trust Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended and (iii) the agreement of the Issuer contained in the Continuing Disclosure Agreement provides a reasonable basis for the Underwriters to conclude that the Continuing Disclosure Agreement satisfies the requirements of Rule 15c2-12, as amended, and (B) negative assurances letter of Underwriters’ Counsel, dated the Closing Date, and addressed to the Underwriters, to the effect that Underwriters’ Counsel has no reason to believe that on the Closing Date the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, except for the financial statements or other financial, forecast, technical, operating, statistical, demographic or accounting statements and data contained therein and the information concerning The Depository Trust Company and its book-entry only system included therein, as to which no view is expressed);

Opinion of Underwriters’ Counsel. The (A) opinion of Xxxxxxx and Xxxxxx LLP, counsel to the Underwriters Underwriter (“Underwriters’ Underwriter’s Counsel”), dated the Closing Date, and addressed to the UnderwritersUnderwriter, to the effect that (i) under existing law, the Bonds may be offered and sold without registration under the Securities Act of 1933, as amended, (ii) the Trust Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended and (iii) the agreement of the Issuer contained in the Continuing Disclosure Agreement provides a reasonable basis for the Underwriters Underwriter to conclude that the Continuing Disclosure Agreement satisfies the requirements of Rule 15c2-12, as amended, and (B) negative assurances letter of Underwriters’ Underwriter’s Counsel, dated the Closing Date, and addressed to the UnderwritersUnderwriter, to the effect that Underwriters’ Underwriter’s Counsel has no reason to believe that on the Closing Date the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, except for the financial statements or other financial, forecast, technical, operating, statistical, demographic or accounting statements and data contained therein and the information concerning The Depository Trust Company and its book-entry only system included therein, as to which no view is expressed);