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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
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          whole); and, based solely upon such counsel's review of "good
          standing" certificates of such states, each such Significant
          Subsidiary is qualified to transact business and is in good standing
          in each jurisdiction in which the conduct of its business or its
          ownership or leasing of property requires such qualification, except
          to the extent that the failure to be so qualified or be in good
          standing would not have a material adverse effect on the Companies and
          their subsidiaries, taken as a whole; and

               (iii)  except as to LPCFS, LACM and LPMS which are covered by the
          opinion described in (c)(v) above and except as to __________, which
          is covered by the opinion described in (d)(ii) below, all of the
          issued shares of capital stock of each Significant Subsidiary that is
          a corporation have been duly authorized and validly issued and are
          fully paid and non-assessable, all of the partnership interests of
          each Significant Subsidiary which is a partnership have been duly and
          validly authorized and issued, and all of the shares of capital stock
          or partnership interests in any Significant Subsidiary (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

          (e) The Underwriters shall have received on the Closing Date an
     opinion of _______________, United Kingdom counsel for the Company, dated
     the Closing Date, to the effect that:

               (i)  __________ 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 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
          whole); and


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