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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
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     (i) to the effect that the representations and warranties of the Companies
     contained in this Agreement are true and correct as of the Closing Date and
     that the Companies have complied in all material respects with all of the
     agreements and satisfied all of the conditions on their part to be
     performed or satisfied hereunder on or before the Closing Date, and (ii)
     setting forth all jurisdictions in which the conduct of the Company's
     business or its ownership or leasing of property requires that each of the
     Companies or their subsidiaries be qualified to transact business, except
     to the extent that the failure to be so qualified would not have a material
     adverse effect on the Companies and their subsidiaries, taken as a whole;

               The officer signing and delivering such certificate may rely upon
     the best of his or her knowledge as to proceedings threatened.

          (c) The Underwriters shall have received on the Closing Date an
     opinion of Skadden, Arps, Slate, Meagher & Flom, (Illinois), outside
     counsel for the Company, dated the Closing Date, to the effect that:

                (i)  the Company has been duly incorporated and is validly
          existing and in good standing under the laws of the jurisdiction of
          its incorporation with the power and authority to own its property and
          conduct its business as described in the Prospectus (with such
          exceptions as would not have a material adverse effect on the Company
          and its subsidiaries, taken as a whole); and the Company is qualified
          to transact business and, based solely upon such counsel's review of
          "good standing" certificates of such states, is in good standing in
          each jurisdiction set forth in the certificate provided pursuant to
          paragraph 6(b)(ii) hereto;

               (ii)  each of LPCFS, LACM and LPMS has been duly incorporated and
          is validly existing and in good standing under the laws of the State
          of Maryland with the power and authority to own its property and to
          conduct its business as described in the Prospectus (with such
          exceptions as would not have a material adverse effect on the Company
          and its subsidiaries, taken as a whole); and, based solely upon such
          counsel's review of "good standing" certificates of such states, each
          of LPCFS, LACM and LPMS is qualified to transact business and is in
          good standing in each jurisdiction set forth in the certificate
          provided pursuant to paragraph 6(b)(ii) hereto;

               (iii)  the authorized capital stock of the Company consists of
          100,000,000 shares of Common Stock and 10,000,000 shares of preferred
          stock, $.01 par value, and otherwise conforms, in all material
          respects, as to legal matters to the description thereof contained in
          the Prospectus;

               (iv)  the outstanding shares of Common Stock (including the
          Shares to be sold by the Selling Shareholder) immediately prior to the
          issuance of the Shares to 

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