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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
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          be sold by the Company have been duly authorized, validly issued fully
          paid and non-assessable;

               (v)  all of the issued shares of capital stock of each of LPCFS,
          LACM and LPMS have been duly authorized and validly issued and are
          fully paid and non-assessable and all of the shares of capital stock
          in LPCFS, LACM and LPMS (except as set forth in the Registration
          Statement and the Prospectus) are, to the knowledge of such counsel,
          owned directly or indirectly by the Company, free and clear of all 
          liens, encumbrances, equities or claims;

               (vi)  the issuance and sale of the Shares to be sold by the
          Company have been duly authorized by the Company for sale to the
          Underwriters under this Agreement and such Shares, when delivered to
          and paid for by the Underwriters in accordance with this Agreement,
          will be validly issued, fully paid and non-assessable, and the
          issuance of such Shares will not, to the knowledge of such counsel, be
          subject to any preemptive or similar rights to subscribe for or
          purchase the Shares;

               (vii)  this Agreement has been duly authorized, executed and
          delivered by the Companies;

               (viii)  the execution and delivery by the Companies of, and the
          performance by the Companies of their obligations under, this
          Agreement and the transactions described in the Prospectus under the
          caption "Incorporation Transactions" will not contravene any provision
          of the certificate of incorporation or by-laws or other organizational
          documents of any of the Companies or their Significant Subsidiaries or
          any agreement or instrument set forth as an exhibit to the
          Registration Statement; except as would not have a material adverse
          effect on the Companies and their subsidiaries, taken as a whole, (A)
          the compliance by the Companies with all of the provisions of this
          Agreement will not result in any violation or conflict with any of the
          terms or provisions of any Applicable Laws or Applicable Orders (it
          being understood that for purposes of such opinion, (1) the term
          "Applicable Laws" means those laws, rules and regulations of the State
          of New York and Illinois and the United States of America that, in
          such counsel's experience, are normally applicable to transactions of
          the type contemplated by this Agreement, each as in effect on the date
          of such opinion; (2) the term "Applicable Orders" means those
          judgments, orders or decrees of Governmental Authorities (as such term
          is hereinafter defined) by which the Companies or any of its
          Significant Subsidiaries is bound, the existence of which is actually
          known to such counsel or has been specifically disclosed to such
          counsel in writing by the Companies; and (3) the term "Governmental
          Authorities" means any New York, Illinois or federal executive,
          legislative, judicial, administrative or regulatory body under
          Applicable Laws), provided that in rendering such opinion, such
          counsel 

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