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