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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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          such Shares free of all adverse claims (within the meaning of the
          Uniform Commercial Code as in effect in the State of New York).

          (g)  The Underwriters shall have received on the Closing Date an
     opinion of Sidley & Austin, counsel for the Underwriters, dated the Closing
     Date, covering the matters referred to in subparagraphs (vi), (vii), (ix)
     (but only as to the statements in the Prospectus under "Description of
     Capital Stock" and "Underwriters") and (xii) of paragraph (c) above, as
     well as a statement covering the matters referred to in the last unnumbered
     subparagraph of paragraph (c) above.

          With respect to subparagraph (xii) and the last unnumbered
     subparagraph of paragraph (c) above, Skadden, Arps, Slate, Meagher & Flom
     (Illinois) and Sidley & Austin may state that their opinion and belief are
     based upon their participation in the preparation of the Registration
     Statement and Prospectus and any amendments or supplements thereto and
     review and discussion of the contents thereof, but are without independent
     check or verification, except as specified. With respect to paragraph (f)
     above, Skadden, Arps, Slate, Meagher & Flom (Illinois) may rely, with
     respect to factual matters and to the extent such counsel deems
     appropriate, upon the representations of the Selling Shareholder contained
     herein. In giving the opinions set forth in subparagraphs (i), (ii), (iv),
     (v) and (vi) of paragraph (c) above, Skadden, Arps, Slate, Meagher & Flom
     (Illinois) may rely, as to matters of Maryland law, solely on the opinion
     of Piper & Marbury, L.L.P. In giving the opinions set forth in
     subparagraphs (i), (ii) and (iii) of paragraph (d) above, Hagan &
     Associates may rely, as to matters of Maryland law, solely on the opinion
     of Piper & Marbury, L.L.P. In giving the opinions set forth in subparagraph
     (vi) of paragraph (c) above, Sidley & Austin may rely, as to matters of
     Maryland law, solely on the opinion of Piper & Marbury, L.L.P.

          The opinions of Skadden, Arps, Slate, Meagher & Flom (Illinois)
     described in paragraphs (c) and (f) above, the opinion of Hagan &
     Associates described in paragraph (d) above and the opinion of ___________ 
     ___ described in paragraph (e) above, shall be rendered to the Underwriters
     at the request of the Companies or the Selling Shareholder, as the case may
     be, and shall so state therein.

          (h)  The Underwriters shall have received, on each of the date hereof
     and the Closing Date, letters dated the date hereof or the Closing Date, as
     the case may be, in form and substance reasonably satisfactory to the
     Underwriters, from KPMG Peat Marwick LLP, independent public accountants
     with respect to the Companies and their respective subsidiaries, and
     Deloitte & Touche LLP, independent auditors with respect to Galbreath,
     containing statements and information of the type ordinarily included in
     accountants' "comfort letters" to underwriters with respect to the
     financial statements and certain financial information contained in the
     Registration Statement and the Prospectus; provided that the letters
     delivered on the Closing Date shall use a "cut-off date" not earlier than
     the date hereof.

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