Registration Statement No Sample Clauses
Registration Statement No. 333-______ (unless the context shall otherwise require, the Registration Statement, as amended, is hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Virginia, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of Alabama, Illinois, Kentucky, North Carolina and South Carolina and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obliga...
Registration Statement No. 333-86063 and any post-effective amendments thereto shall be effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued nor shall there have been proceedings for that purpose initiated or threatened by the SEC and we shall have received all necessary state securities law or "blue sky" authorizations;
Registration Statement No. 33-63145 became effective on October 6, 1995 and Registration Statement No. 333-31333 became effective on __________, 1997, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities in the manner specified therein. I have no reason to believe that the Registration Statement, the Prospectus or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement and on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Registration Statement No. 333-182088 filed with the Securities and Exchange Commission (the “Registration Statement”);
Registration Statement No. 333-219851
Registration Statement No. 333-273910 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Cantor Leerink Partners
Registration Statement No. 333-[ ], as ------- filed by the Company with the Securities and Exchange Commission for the registration of the Company's First Mortgage Bonds and Debt Securities under the Securities Act of 1933, as amended (the "Securities Act"), and for the qualification under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Mortgage and of the Indenture (such registration statement, as amended at the Effective Date (as such term is defined in the ------------------------ 1 For use in connection with First Mortgage Bonds. 2 For use in connection with Debt Securities. 3 For use in connection with Common Stock. Agreement referred to below), being hereinafter collectively referred to as the "Registration Statement"); (c) the prospectus constituting part of the Registration Statement, as amended and supplemented by a prospectus supplement relating to the Securities ("Prospectus"); (d) the Underwriting Agreement dated [ , 200 ] between the Company and you ("Agreement"); and (e) the --------- - petition filed by the Company with the Minnesota Public Utilities Commission seeking authorization to issue the Securities. In addition, I have reviewed the order issued by said Commission in response to said petition. I have reviewed all corporate proceedings taken by the Company in respect of [1,2 the authorization of the [1 Mortgage] [2 Indenture] and] the issuance and sale of the Securities thereunder. [1,2 I have examined the Securities and have relied upon a certificate of [1 The Bank of New York] [2 LaSalle Bank National Association] as [1 Corporate Trustee] [2 Trustee] under the [1 Mortgage] [2 Indenture], as to the authentication of the Securities.] Upon the basis of my familiarity with these transactions and with the Company's properties and affairs generally, I am of the opinion that:
Registration Statement No. 333-285707 Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. BofA Securities Cantor Stifel TD Securities Prospectus Supplement Prospectus Neither we nor the sales agents (or any of their affiliates) have authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the sales agents (or any of their affiliates) take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf. We and the sales agents are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf is accurate only as of their respective dates or on the date or dates which are specified in such documents, and that any information in documents that we have incorporated by reference is accurate only as of the date of such document incorporated by reference. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.
Registration Statement No. 333-236735 Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense. PROSPECTUS SUPPLEMENT PROSPECTUS
Registration Statement No. 333-130584 is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, that initially became effective within three years of the date of this Agreement.