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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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               (ii)   all of the issued shares of capital stock of __________
          have been duly authorized and validly issued and are fully paid and
          non-assessable and all of the shares of capital stock in __________
          (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.

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

               (i)    this Agreement has been duly authorized, executed and
          delivered by or on behalf of the Selling Shareholder;

               (ii)   (A) the execution and delivery by the Selling Shareholder
          of, and the performance by the Selling Shareholder of its obligations
          under, this Agreement will not (1) contravene any provision of the
          certificate of formation or formation agreement of the Selling
          Shareholder, or, to such counsel's knowledge without any independent
          investigation, any agreement or other instrument binding upon the
          Selling Shareholder or, (2) result in any violation or conflict with
          any of the terms or provisions of any Applicable Laws or Applicable
          Orders, 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 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 Selling Shareholder, compliance
          by the Selling Shareholder with all the provisions hereof and the
          consummation of the transactions contemplated hereby, 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 NASD; and

               (iii)  upon transfer of the Shares to be sold by the Selling
          Shareholder to the Underwriters and payment of the purchase price
          therefor as contemplated herein, and assuming that the Underwriters
          acquire their interest in such Shares in good faith and without notice
          of any adverse claims, the Underwriters will acquire

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