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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
Entire Document
 
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LaSalle Partners Incorporated
July 15, 1997
Page 2

tration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into by and among the Company,
as issuer, and Morgan Stanley & Co. Incorporated, William Blair & Company,
L.L.C. and Montgomery Securities, as representatives of the several
underwriters named therein (the "Underwriters"), filed as an exhibit to the
Registration Statement; (iii) the Articles of Incorporation and the Bylaws of
the Company, as presently in effect; (iv) a specimen certificate representing
the Common Stock; (v) certain resolutions of the Board of Directors of the
Company and drafts of certain resolutions (the "Draft Resolutions") of the
Pricing Committee of the Board of Directors of the Company (the "Pricing
Committee"), in each case relating to the issuance and sale of the Shares and
related matters; (vi) the form of the Subscription Agreement (the "Subscription
Agreement") proposed to be entered into by the Company and DEL-LPL Limited
Partnership ("DEL-LPL"), DEL-LPAML Limited Partnership ("DEL-LPAML"), DSA-LSPL,
Inc. ("DSA-LSPL"), DSA-LSAM, Inc. ("DSA-LSAM"), DEL/LaSalle, Galbreath-LPL
Holdings, LLC and Galbreath Holdings, LLC ("Galbreath Holdings"); (vii) an
executed copy of the Consent Agreement, dated as of April 15, 1997, by and
among DSA-LSPL, DSA-LSAM, DEL-LPL, DEL-LPAML, DEL/LaSalle, LaSalle Partners
Limited Partnership ("LPL") and LaSalle Partners Management Limited Partnership
("LPML") (the "Dai-ichi Consent Agreement"); and (viii) an executed copy of the
Consent Agreement, dated as of April 22, 1997, by and among the former
stockholders of The Galbreath Company, The Galbreath Company of California,
Inc., Galbreath Holdings, DEL-LPL, DEL-LPAML, DEL/LaSalle, LPL and LPML
(together with the Dai-ichi Consent Agreement, the "Consent Agreements").  We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.


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