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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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          need not express any opinion with respect to (x) any securities or
          Blue Sky laws of the various states or the securities laws of foreign
          jurisdictions or (y) the information contained in, or the accuracy,
          completeness or correctness of, the Prospectus or the Registration
          Statement or the compliance thereof as to form with the Securities Act
          and the rules and regulations promulgated thereunder; and (B) no
          Governmental Approval is required for the execution, delivery and
          performance of this Agreement by the Companies, compliance by the
          Companies with all the provisions hereof and the consummation of the
          transactions contemplated hereby (it being understood that for
          purposes of such opinion, the term "Governmental Approval" means any
          consent, approval, license, authorization or validation of, or notice
          to, or filing, recording or registration with, any Governmental
          Authority pursuant to Applicable Laws), provided that in rendering
          such opinion, such counsel need not express any opinion with respect
          to (x) any securities or Blue Sky laws of the various states or the
          securities laws of foreign jurisdictions, (y) such Governmental
          Approvals as have been obtained under the Securities Act, the Exchange
          Act and the rules and regulations promulgated thereunder, or (z) the
          rules and regulations of the National Association of Securities
          Dealers, Inc. ("NASD");

               (ix)  the statements (A) in the Prospectus under the captions
          "Background of the Company," "Incorporation Transactions," 
          "Management" and "Description of Capital Stock," and (B) in the
          Registration Statement in Items 14 and 15, insofar as they purport to
          describe or summarize certain provisions of the agreements, statutes
          and regulations referred to therein, fairly describe or summarize such
          provisions in all material respects;

               (x)  to such counsel's knowledge and without having investigated
          any governmental records or court dockets, there are no (i) legal or
          governmental proceedings pending or threatened to which any of the
          Companies or their subsidiaries is a party that are required to be
          described in the Registration Statement or the Prospectus and are not
          so described or (ii) contracts or other documents that are required to
          be described in the Registration Statement or the Prospectus or to be
          filed as exhibits to the Registration Statement that are not described
          or filed as required;

               (xi)  the Company is not and, after giving effect to the offering
          and sale of the Shares and the application of the proceeds therefrom
          as described in the Prospectus, will not be an "investment company" as
          such term is defined in the Investment Company Act of 1940, as
          amended; and

               (xii)  the Registration Statement, as of its effective date, and
          the Prospectus, as of its date, appeared on their face to be
          appropriately responsive in 

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