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SEC Filings

S-3ASR
JONES LANG LASALLE INC filed this Form S-3ASR on 11/07/2017
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disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Agreement;

 

(g)           we have assumed that any agent for service of process will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment; further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;

 

(h)           we have assumed that the choice of New York law to govern the Indenture and any supplemental indenture thereto is a valid and legal provision;

 

(i)            we have assumed that the laws of the State of New York will be chosen to govern any Deposit Agreements, Warrant Agreements, Subscription Rights Agreements and Purchase Contract Agreements and that such choice is and will be a valid and legal provision;

 

(j)            we have assumed that the Indenture was, and any supplemental indentures thereto will be, duly authorized, executed and delivered by the applicable trustee and that any Debt Securities, Receipts, Warrants, Subscription Rights, Purchase Contracts and Purchase Units that may be issued will be manually authenticated, signed or countersigned, as the case may be, by duly authorized officers of the applicable trustee, Bank Depositary, warrant agent, subscription agent or purchase contract agent, as the case may be;

 

(k)           we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Agreement providing for indemnity by any party thereto against any loss in obtaining the currency due to such party under any Transaction Agreement from a court judgment in another currency;

 

(l)            we have assumed that the choice of a currency other than U.S. dollars as the currency in which any Securities may be denominated does not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars;

 

(m)          to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Agreement, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality; and

 

(n)           with respect to the opinion set forth in paragraph 2 above, we have assumed, with your consent, that (i) the shares of Preferred Stock relating to the Offered Depositary Shares will have been validly issued and will be fully paid and nonassessable, and will be free and clear of any preemptive rights or other similar rights and (ii) such shares of

 

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