definiens: within the meaning of Section 368(a ) of the Code and ( ii ) US BioEnergy, VeraSun and Sub will eachbe a within the meaning of Section 368(b ) of the Code ; provided that if Cravath, Swaine & Moore LLP does not render such opinion to VeraSun, this condition shall nonetheless be deemed satisfied if Skadden, Arps, Slate, Meagher & Flom LLP renders such opinion to VeraSun ( it being agreed that US BioEnergy and VeraSunshall each provide reasonable cooperation to Skadden, Arps, Slate, Meagher & Flom LLP or Cravath, Swaine & MooreLLP, as the case may be, to enable them to render such opinion ) . In rendering such opinion, Skadden, Arps, Slate, Meagher & Flom LLP or Cravath, Swaine & Moore LLP, as the case may be, shall be entitled to require and rely uponletters acceptable to them and customary for transactions of this type setting forth factual statements andrepresentations regarding the facts in existence at the applicable time, including from officers of US BioEnergy, VeraSun and Merger Sub, and upon assumptions regarding the facts in existence at the applicable time