a legal opinion of Company Counsel, including, without limitation, a negative assurance letter, in the form and substance reasonably satisfactory to the Purchasers;

prior to such sale, trade, transfer or assignment I-Minerals is provided with an opinion of legal counsel (which opinion and legal counsel shall be reasonably satisfactory to I-Minerals) to the effect that such offer, sale, trade, transfer or assignment:

Opinion of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the [[Consenting Lenders:Organization]] and dated the Original Effective Date) of Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the [[Consenting Lenders:Organization]] and the Administrative Agent).

The Buyer shall have received the opinion of the Company’s legal counsel dated as of the Commencement Date in customary form and substance;

Legal Opinions. The Purchaser shall have received # the opinion of Winston & Strawn LLP, corporate counsel for the Company Group, and # the opinion of Alston & Bird LLP, tax counsel for the Company Group, in substantially the forms set forth as [Exhibit E] and [Exhibit F] to this Agreement, respectively, each dated as of the Initial Closing Date.

a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers;

E-2 Form of Legal Opinion of In-House Counsel

Tax Opinion. The Company shall have received the Tax Opinion.

Opinion Letter. Agent shall have received a satisfactory opinion of Borrower’s and Guarantors’ counsel;

Fairness Opinion. ​ has received the written opinion of ​’s financial advisor (and has provided a copy of such opinion to the Companies) to the effect that, as of such date and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration Per Share is fair, from a financial point of view, to the holders of shares of ​ Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.