Common use of Additional Documents Incorporated by Reference Clause in Contracts

Additional Documents Incorporated by Reference. [List, if any] ANNEX I TO THE PRICING AGREEMENT Underwriting Agreement Standard Provisions ANNEX II Form of Opinion and 10b-5 Disclosure Letter of Shearman & Sterling (London) LLP [·], 2017 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Nokia Corporation $[·] [·]% Notes due 20[·] $[·] [·]% Notes due 20[·] Ladies and Gentlemen: We have acted as counsel to Nokia Corporation, a public limited liability company incorporated under the laws of the Republic of Finland (the “Company”), in connection with the purchase by you of $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] and $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] (together, the “Notes”) pursuant to, and subject to the terms and conditions set forth in, the Pricing Agreement, dated [·], 2017 (the “Pricing Agreement”), among the Company and each of you. The Notes will be issued pursuant to an indenture, dated as of the date hereof (the “Base Indenture”), between the Company and The Bank of New York Mellon acting through its London Branch, as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture dated as of the date hereof among the Company, the Trustee and The Bank of New York Mellon acting through its London Branch, as paying agent (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Notes are being purchased by you on the terms and conditions set forth in the Underwriting Agreement Standard Provisions (the “Underwriting Agreement Standard Provisions”), as incorporated into and modified by the Pricing Agreement. This opinion is furnished to you pursuant to Section 8(c) of the Underwriting Agreement Standard Provisions incorporated into the Pricing Agreement. In that connection, we have reviewed originals or copies of the following documents:

Additional Documents Incorporated by Reference. [List, if any] ANNEX I TO THE PRICING AGREEMENT Underwriting Agreement Standard Provisions ANNEX II None. Exhibit A XXXX CORPORATION Form of Opinion and 10b-5 Disclosure Letter of Shearman & Sterling (London) LLP Lock-Up Agreement February [·●], 2017 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx2016 Xxxxxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx XxxxSachs & Co. c/o Goldman, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx XX 00000-0000 Re: Xxxx 00000 Xxxxxx Xxxxxx of America X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Nokia Corporation $[·] [·]% Notes due 20[·] $[·] [·]% Notes due 20[·] - Lock-Up Agreement Ladies and Gentlemen: We have acted The undersigned understands that you, as counsel representative (the “Representative”), propose to Nokia enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Xxxx Corporation, a public limited liability company incorporated under the laws of the Republic of Finland Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) by the Underwriters of [●] depositary shares (the “Depositary Shares”), each representing a 1/20th interest in connection with the purchase by you of $[·] aggregate principal amount a share of the Company’s [·[ ]% Notes due 20[·] and Series A Mandatory Convertible Preferred Stock, par value $[·] aggregate principal amount 1.00 per share (the “Preferred Stock”), of the Company’s [·]% Notes due 20[·] (together, the “Notes”) pursuant to, and subject to the terms and conditions set forth in, the Pricing Agreement, dated [·], 2017 . The Preferred Stock will be convertible into a variable number of shares of Common Stock (the “Pricing AgreementCommon Stock”), among par value $1.00 per share, of the Company (each share of Common Stock, a “Share”). In consideration of the agreement by the Underwriters to offer and each sell the Depositary Shares, and of you. The Notes will be issued pursuant to an indentureother good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, dated as of the undersigned agrees that during the period commencing on the date hereof and ending 60 days after the date of the final prospectus relating to the Public Offering (the “Base IndentureLock-Up Period”), between the Company undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and The Bank regulations of New York Mellon acting through its London Branch, as trustee the SEC (collectively the “TrusteeUndersigned’s Shares”), as amended and supplemented by . The foregoing restriction is expressly agreed to preclude the first supplemental indenture dated as undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the date hereof among Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. If the undersigned is an officer or director of the Company, the Trustee and The Bank of New York Mellon acting through its London Branch, as paying agent (undersigned further agrees that the “First Supplemental Indenture” and together with foregoing provisions shall be equally applicable to any Company-directed Shares the Base Indenture, undersigned may purchase in the “Indenture”)Public Offering. The Notes are being purchased by you on the terms and conditions set forth restrictions in the Underwriting this Lock-Up Agreement Standard Provisions (the “Underwriting Agreement Standard Provisions”), as incorporated into and modified by the Pricing Agreement. This opinion is furnished to you pursuant to Section 8(c) of the Underwriting Agreement Standard Provisions incorporated into the Pricing Agreement. In that connection, we have reviewed originals or copies of the following documentsshall not apply to:

Additional Documents Incorporated by Reference. [ListNone. SCHEDULE III Xxxxxxx X. Xxxx Xxxx X. Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxx X. Xxxxxxx, if any] ANNEX Xx. Xxxxxx Xxxxxxxxx J. Xxxxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxxx X.X. XxXxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxxxxx Stea Xxxxxxx Xxxxxxxxxx Exhibit I TO THE PRICING AGREEMENT Form of Lock-Up Agreement CUBIST Cubist Pharmaceuticals, Inc. Lock-Up Agreement October , 2010 Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. Incorporated As Representatives of the several Underwriters named in Schedule I to Underwriting Agreement Standard Provisions ANNEX II Form of Opinion and 10b-5 Disclosure Letter of Shearman & Sterling (London) LLP [·]c/o Goldman, 2017 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Cubist Pharmaceuticals, Inc. — Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. Incorporated (the “Representatives”) propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Cubist Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on behalf of America X.X. the several underwriters named in Schedule I to such agreement (collectively, the “Underwriters”) providing for a public offering of certain securities of the Company (the “Securities·) pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Securities, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and continuing to and including the date 90 days after the date of the final Prospectus covering the public offering of the Securities, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to the Representatives prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of Representatives on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by clause (i), (ii), (iii), (iv) or (v) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. This Lock-Up Agreement shall automatically terminate upon the earliest to occur, if any, of (1) the Representatives, on behalf of the Underwriters, advising the Company in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the public offering of the Securities, (2) the Company advising the Representatives in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the public offering of the Securities and (3) termination of the Underwriting Agreement before the sale of any Shares to the Underwriters. Very truly yours, Print Name: Exhibit II(a) Matters to be Covered in the Opinion of Company Counsel October 25, 2010 Xxxxxxx, Xxxxx & Co. Xxxxxx Securities LLC Xxxxxxx & Co. Incorporated c/o Goldman, Sachs & Co. 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Nokia Corporation $[·] [·]% Notes due 20[·] $[·] [·]% Notes due 20[·] Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel to Nokia Corporationfor Cubist Pharmaceuticals, Inc., a public limited liability company incorporated under the laws of the Republic of Finland Delaware corporation (the “Company”), in connection with the purchase today by you pursuant to the Underwriting Agreement dated October 19, 2010 (the “Underwriting Agreement”) among the Company and you as Representatives of the several Underwriters listed on Schedule I thereto (the “Underwriters”), of $[·] 400,000,000 aggregate principal amount of the Company’s [·]2.50% Convertible Senior Notes due 20[·] and $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] 2017 (together, the “Notes”) ), issued pursuant to, and subject to the terms and conditions set forth inindenture dated as of October 25, the Pricing Agreement, dated [·], 2017 2010 (the “Pricing Indenture” and together with the Notes and the Underwriting Agreement”), among the Company and each of you. The Notes will be issued pursuant to an indenture, dated as of the date hereof (the “Base IndentureCompany Agreements”), ) between the Company and The Bank of New York Mellon acting through its London BranchTrust Company, N.A., as trustee Trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture dated as of the date hereof among the Company, the Trustee and The Bank of New York Mellon acting through its London Branch, as paying agent (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Notes are being purchased by you on the terms and conditions set forth in the Underwriting Agreement Standard Provisions (the “Underwriting Agreement Standard Provisions”), as incorporated into and modified by the Pricing Agreement. This opinion is furnished to you pursuant to Section 8(c) of the Underwriting Agreement Standard Provisions incorporated into the Pricing Agreement. Terms defined in the Underwriting Agreement and not otherwise defined herein are used herein with the meanings so defined. We have participated in the Closing of the sale of the Notes held today. In that connectionconnection with this opinion, we have reviewed originals or copies of examined the following documents:

Additional Documents Incorporated by Reference. [ListExhibit 12 to the Company’s Current Report on Form 8-K filed with the Commission on August 15, if any] ANNEX I TO THE PRICING AGREEMENT Underwriting Agreement Standard Provisions ANNEX II Form of Opinion and 10b-5 Disclosure Letter of Shearman & Sterling (London) LLP [·2012. EXHIBIT A FORM OF OPINION ON XXXXXXX X. XXXX, ESQ. August [ ], 2017 2012 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx XxxxAs representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx XxxxX. Xxxxxxx Xxxxxx, Xxx Xxxx 0xx Xxxxx Xxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxAttention: Transaction Management Re: Protective Life Corporation [$ ] principal amount, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Nokia Corporation $[·[ . %] [·Subordinated Debentures due August [ ]% Notes due 20[·] $[·] [·]% Notes due 20[·] , 2042 Ladies and Gentlemen: We have acted as counsel to Nokia I am Executive Vice President, Secretary and General Counsel of Protective Life Corporation, a public limited liability company incorporated under the laws of the Republic of Finland Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the purchase several purchases today by you and the other Underwriters named in Schedule I(a) to the Purchase Agreement, dated August [ ], 2012 (the “Purchase Agreement”), between the Company and you, as representatives of $the several Underwriters named therein (the “Underwriters”), of [·$ ] aggregate principal amount of the Company’s [·]% Notes [ . %] Subordinated Debentures due 20[·] and $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] (together, the “Notes”) pursuant to, and subject to the terms and conditions set forth in, the Pricing Agreement, dated [·August [ ], 2017 2042 (the “Pricing AgreementDebentures”), among ) issued by the Company and each of you. The Notes will be issued pursuant to an indenturethe Subordinated Indenture, dated as of the date hereof June 1, 1994 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 10, dated as of August [ ], 2012 (“Supplemental Indenture No. 10”), between the Company and The Bank of New York Mellon acting through its London BranchTrust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-175224), as amended or supplemented, including the Incorporated Documents (as defined below) and supplemented by the first supplemental indenture dated as information deemed to be part of the date hereof among the Company, the Trustee and The Bank of New York Mellon acting through its London Branch, as paying agent registration statement pursuant to Rule 430B (the “First Supplemental Indenture” Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (b) the prospectus, dated June 29, 2011 (the “Base Prospectus”), (c) the preliminary prospectus supplement dated August [ ], 2012 (together with the Base Prospectus and the Incorporated Documents (as defined below), the “Preliminary Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (d) the final prospectus supplement, dated August [ ], 2012 (the “Prospectus Supplement” and, together with the Base Prospectus and the Incorporated Documents (as defined below), the “Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (e) the Base Indenture, as supplemented by Supplemental Indenture No. 10 (together, the “Indenture”). The Notes are being purchased by you on , (f) the terms and conditions set forth Debentures issued pursuant to the Indenture, (g) the documents listed in the Underwriting Agreement Standard Provisions Schedule A (the “Underwriting Agreement Standard ProvisionsIncorporated Documents”), as incorporated into and modified by (h) the Pricing AgreementDisclosure Package (as defined in the Purchase Agreement and hereinafter referred to as the “Pricing Disclosure Package”), and (i) such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. This opinion is furnished to you pursuant to Section 8(c) of the Underwriting Agreement Standard Provisions incorporated into the Pricing Agreement. In that connection, we have reviewed originals or copies I am of the following documentsopinion:

Additional Documents Incorporated by Reference. [ListExhibit 12.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, if any] ANNEX I TO THE PRICING AGREEMENT Underwriting Agreement Standard Provisions ANNEX II Form of Opinion 2012. EXHIBIT A FORM OF OPINION OF XXXXXXX X. XXXX, ESQ. Xxxxxxx X. Xxxx Executive Vice President, Secretary and 10b-5 Disclosure Letter of Shearman & Sterling (London) LLP [·General Counsel Direct dial: 000-000-0000 Facsimile Number: 000-000-0000 Toll Free Number: 000-000-0000 May [ ], 2017 2012 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx XxxxAs representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx XxxxX. Xxxxxxx Xxxxxx, Xxx Xxxx 0xx Xxxxx Xxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Nokia Re: Protective Life Corporation $[·[ ] [·principal amount, [ ]% Notes Subordinated Debentures due 20[·] $[·] [·]% Notes due 20[·] May 15, 2042 Ladies and Gentlemen: We have acted as counsel to Nokia I am Executive Vice President, Secretary and General Counsel of Protective Life Corporation, a public limited liability company incorporated under the laws of the Republic of Finland Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the purchase several purchases today by you and the other Underwriters named in Schedule I(a) to the Purchase Agreement, dated May [ ], 2012 (the “Purchase Agreement”), between the Company and you, as representatives of the several Underwriters named therein (the “Underwriters”), of $[·[ ] aggregate principal amount of the Company’s [·[ ]% Notes Subordinated Debentures due 20[·] and $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] (togetherMay 15, the “Notes”) pursuant to, and subject to the terms and conditions set forth in, the Pricing Agreement, dated [·], 2017 2042 (the “Pricing AgreementDebentures”), among ) issued by the Company and each of you. The Notes will be issued pursuant to an indenturethe Subordinated Indenture, dated as of the date hereof June 1, 1994 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 9, dated as of May [ ], 2012 (“Supplemental Indenture No. 9”), between the Company and The Bank of New York Mellon acting through its London BranchTrust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-175224), as amended or supplemented, including the Incorporated Documents (as defined below) and supplemented by the first supplemental indenture dated as information deemed to be part of the date hereof among the Company, the Trustee and The Bank of New York Mellon acting through its London Branch, as paying agent registration statement pursuant to Rule 430B (the “First Supplemental Indenture” Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (b) the prospectus, dated June 29, 2011 (the “Base Prospectus”), (c) the preliminary prospectus supplement dated May 15, 2012 (together with the Base Prospectus and the Incorporated Documents (as defined below), the “Preliminary Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (d) the final prospectus supplement, dated May [ ], 2012 (the “Prospectus Supplement” and, together with the Base Prospectus and the Incorporated Documents (as defined below), the “Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (e) the Base Indenture, as supplemented by Supplemental Indenture No. 9 (together, the “Indenture”). The Notes are being purchased by you on , (f) the terms and conditions set forth Debentures issued pursuant to the Indenture, (g) the documents listed in the Underwriting Agreement Standard Provisions Schedule A (the “Underwriting Agreement Standard ProvisionsIncorporated Documents”), as incorporated into and modified by (h) the Pricing AgreementDisclosure Package (as defined in the Purchase Agreement and hereinafter referred to as the “Pricing Disclosure Package”), and (i) such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. This opinion is furnished to you pursuant to Section 8(c) of the Underwriting Agreement Standard Provisions incorporated into the Pricing Agreement. In that connection, we have reviewed originals or copies I am of the following documentsopinion: