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.

Legal Opinions. The Administrative Agent shall have received the executed legal opinion of # Davis Polk & Wardwell LLP, New York counsel to the Company, substantially in the form of Exhibit E-11] and # in-house counsel to the Company, substantially in the form of Exhibit E-22].

Legal Opinions. The Administrative Agent shall have received the legal opinion of Skadden, Arps, Slate, Meagher & Flom, LLP, counsel to the Borrower and its Restricted Subsidiaries, in substance reasonably acceptable to the Administrative Agent.

Legal Opinions. On or prior to # the date of this Agreement, which is on or prior to the date of the first Issuance Instruction or the first Forward Placement Notice and # each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable and excluding the date of this Agreement, # the Company shall cause to be furnished to the Agent and the Forward Purchaser # a negative assurances letter and the written legal opinion of Akerman LLP, counsel to the Company, and # a written legal opinion of the General Counsel of the Company, and # Cahill Gordon & Reindel LLP, counsel to the Agent, shall deliver a written legal opinion to the Agent and the Forward Purchaser, in each case for [clauses (x) and (y) hereof]f], each dated the date of delivery, in form and substance reasonably satisfactory to Agent and its counsel and the Forward Purchaser and its counsel, substantially similar to the form previously provided to the Agent, the Forward Purchaser and their respective counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of such opinions for subsequent periodic filings, in the discretion of the Agent or the Forward Purchaser, the Company may furnish a reliance letter from such counsels to the Agent and the Forward Purchaser permitting the Agent and the Forward Purchaser to rely on a previously delivered opinion letter, modified as appropriate for any passage of time or Triggering Event Date (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such Triggering Event Date).

Legal Opinions. [[Lender:Organization]] shall have received opinions in form, substance and scope satisfactory to [[Lender:Organization]] and [[Lender:Organization]]’s counsel from counsel satisfactory to [[Lender:Organization]] as to such matters (including, without limitation, land use and zoning matters) as [[Lender:Organization]] shall reasonably request.

Legal Opinions. The Agent shall have received, with a copy for each Bank, opinions rendered by # the assistant general counsel of [[Company:Organization]] and # Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to [[Company:Organization]], in each case in form and substance reasonably satisfactory to the Agent.

Legal Opinions. The Committee may consult with legal counsel, who may be counsel for the Company or other counsel, with respect to its obligations and duties under the Plan, or with respect to any action, proceeding, or any questions of law, and shall not be liable with respect to any action taken, or omitted, by it in good faith pursuant to the advice of such counsel.

Legal Opinions. The Administrative Agent shall have received a customary legal opinion of Latham & Watkins LLP, special counsel to the Loan Parties.

Opinions. The Administrative Agent shall have received one or more reasonably satisfactory written opinions of counsel for the Company and the Servicer, dated as of the Amendment Effective Date, covering such matters relating to the transactions contemplated hereby.

Opinions. The Investor shall have received the opinions of the Company's U.S. legal counsel and the Company’s Australian legal counsel, in each case dated as of the Closing Date, substantially in the forms heretofore agreed by the parties hereto.