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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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          all material respects to the requirements of the Securities Act and
          the rules and regulations promulgated thereunder, except that, in each
          case, such counsel need not express any opinion as to the financial
          statements, schedules and other financial or statistical data included
          therein or excluded therefrom or the exhibits to the Registration
          Statement, and such counsel need not assume any responsibility for the
          accuracy, completeness or fairness of the statements contained in the
          Registration Statement and the Prospectus (other than to the extent
          specified in paragraphs (iii) and (ix) above).

          In addition, Skadden, Arps, Slate, Meagher & Flom (Illinois) shall
     state that it has no reason to believe that (except for financial
     statements and schedules and other financial and statistical data as to
     which such counsel need not express any belief) the Registration Statement
     and the prospectus included therein at the time the Registration Statement
     became effective contained any untrue statement of a material fact or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading and has no reason to believe
     that (except for financial statements and schedules and other financial and
     statistical data as to which such counsel need not express any belief) the
     Prospectus contains any untrue statement of a material fact or omits to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances under which they were made, not misleading.

          (d) The Underwriters shall have received on the Closing Date an
     opinion of Hagan & Associates, dated the Closing Date, to the effect that:

               (i)  each of the Predecessor Partnerships has been duly organized
          and is validly existing and in good standing under the laws of the
          jurisdiction of its organization 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 Predecessor Partnerships and their subsidiaries, taken as a
          whole); and each of the Predecessor Partnerships 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)  except as to LPCFS, LACM and LPMS which are covered by the
          opinion described in (c)(ii) above and except as to __________, which
          is covered by the opinion described in (d)(i) below, each Significant
          Subsidiary of the Companies has been duly incorporated or organized
          and is validly existing and in good standing under the laws of the
          jurisdiction of its incorporation or organization 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 Companies and their subsidiaries, taken as a

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