Common use of Assumptions Clause in Contracts

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenture.

Assumptions. In giving rendering this opinion, opinion we have assumed, without having made any independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue investigation of the laws facts, except with respect to matters of that jurisdiction; (ii) State and federal law on which we have opined below, the legal capacity of all signatories, following: the genuineness of all signatures, the conformity to original documents and the completeness authenticity of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, originals and the authenticity and completeness of the conformity with originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties copies; to the Underwriting Agreementextent that the obligations of Mortgagor may be dependent upon such matters, other than with respect to Mortgagor, that each party to the Indenture agreements and the Securities, as the case may be, contracts referred to herein is duly organized formed, validly existing and validly existing, in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to executeperform its obligations under such agreements and contracts, deliver as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms; that, (a) if Mortgagor is a corporation, Mortgagor is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (b) if Mortgagor is a limited liability company, Mortgagor is duly formed, validly existing and in good standing under the laws pertaining to limited liability companies in the jurisdiction where Mortgagor was formed; that Mortgagor has the requisite organizational or corporate power, as applicable, and authority to enter into and perform its obligations under the Underwriting AgreementSubject Documents to which it is a party; the due authorization, the Indenture execution and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance by Mortgagor of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except Subject Documents to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each which Mortgagor is a party; that a part or all of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities loan proceeds to be issued and sold by it advanced pursuant to the Underwriting Agreement, and that such Securities Credit Agreement will have been duly and validly authorized and issued; (v) advanced on or before the accuracy of the date hereof; that all material factual matters, including without limitation, representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement Subject Documents, are true and correct as set forth therein; that Mortgagor, at the Indenture; and (vi) that all offers and sales time of recordation of the Securities Mortgage held an interest of record in the real property portions of the Mortgaged Property owned or leased, as applicable, by Mortgagor; and that the Subject Documents will be made governed by and construed in compliance withaccordance with the internal laws of the State, and in notwithstanding the manner contemplated by, provisions of the Prospectus, Subject Documents to the Underwriting Agreement and the Indenturecontrary.

Assumptions. In giving this opinionFor the purposes of the opinions expressed herein, without independent investigation or verification and with your concurrence, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) 2.1 the legal capacity of all signatoriesindividuals, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals, the conformity with authentic originals of all documents submitted to us as copies, and the identity and capacity of all individuals acting or purporting to act as public officials; (iii) 2.2 the accuracy and completeness of all information provided to us by offices of public record; 2.3 the accuracy and completeness of all factual statements made in the Certificates of Officer and that (a) all such statements remain accurate and complete at the time this opinion is delivered; 2.4 that each of the parties to the Underwriting AgreementDocuments, other than the Indenture and the Securities, as the case may beCompanies, is duly organized and a validly existingsubsisting legal entity, has the all requisite power and authority capacity to execute, execute and deliver each Document to which it is a party and to exercise and perform its obligations under the Underwriting Agreementthereunder, the Indenture and the Securities, as the case may be, has taken all necessary action necessary to authorize the execution, execution and delivery of each such Document and the exercise of its rights and the performance of its obligations thereunder; 2.5 each of the Underwriting Agreement, Documents constitutes under the Indenture and laws of the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the State of New York a legal, valid and binding obligation of each of the parties thereto, party thereto and is enforceable against each such party parties in accordance with its terms under such law; 2.6 [Not required if Documents signed by the Companies in BC] that (i) all formal legal requirements, if any, existing under the laws of the jurisdiction where the Documents have actually been signed, executed and delivered the Companies, or any of them, have been complied with, and (cii) except to the extent expressly set out that the execution and delivery of any of the Documents by the Companies, or any of them, including any formal requirements relating to execution and delivery thereof, are governed by the laws of any jurisdiction other than British Columbia that such laws have been complied with; 2.7 that the representations and agreements expressed in the opinions below as to Purchase Agreement under the Companyheading “Purchase and Resale of the Securities” made by each Initial Purchaser that has purchased Notes are true and correct on the date of this opinion, including, without limitation, the representation that each of the Indenture Initial Purchasers is an “accredited investor” within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”) and is, or is deemed to be, purchasing the Notes as principal and was not created or used solely to purchase or hold securities as an accredited investor as defined in paragraph (m) of the definition of accredited investor in Section 1.1 of NI 45-106; 2.8 that each purchaser resident in the Province of British Columbia (a “BC Purchaser”) that has purchased Notes from the Initial Purchasers has received a copy of the Canadian Offering Memorandum and that the representations and agreements expressed in the Canadian Offering Memorandum under the heading “Representations and Agreement by Purchasers”, which each BC Purchaser has made, or has been deemed to have made, are true and correct on the date of this opinion, including, without limitation, the representation that each of the BC Purchasers is an “accredited investor” within the meaning of NI 45-106 and is, or is deemed to be, purchasing the Notes as principal and was not created or used solely to purchase or hold securities as an accredited investor as defined in paragraph (m) of the definition of accredited investor in Section 1.1 of NI 45-106; 2.9 that the Initial Purchasers have a reasonable belief that each BC Purchaser understands the meaning of the definition of “accredited investor” and the Securities constitutes the legalbasis on which it qualifies as an “accredited investor”, valid as contemplated by section 1.9 of Companion Policy 45-106CP — Prospectus and binding obligation Registration Exemptions; 2.10 all sales of the parties theretoNotes made in the Province of British Columbia have been made in compliance with the applicable dealer registration requirements under Securities Laws (as defined below) or pursuant to an exemption from such requirements and, enforceable against in particular, that each Initial Purchaser making any such party sale of Notes in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it Canada pursuant to the Underwriting Agreement, and “international dealer” exemption from dealer registration requirements has complied fully with the conditions of that such Securities have been duly and validly authorized and issuedexemption; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of 2.11 each of the parties contained Initial Purchasers selling Notes to BC Purchasers is duly registered under the securities legislation of the Province of British Columbia as of the date of this opinion as a broker, investment dealer, securities dealer, limited market dealer or in another applicable category of registration and has complied with all laws applicable to it, including any limitations on its activities applicable because of the category in which it is registered, in arranging for the purchase of Notes by the BC Purchasers; 2.12 that no person, other than the Initial Purchasers or any selling group members, has engaged in any activities in connection with the issue and sale of the Notes which would give rise to the obligation to register as a dealer under Securities Laws; 2.13 that, other than as described in the Offering Memorandum, New Gold is not a “related issuer” or a “connected issuer” (as those terms are defined in Section 1.1 of National Instrument 33-105 — Underwriting Agreement and the IndentureConflicts) of any registrant involved in a trade of Notes; and (vi) that 2.14 that, at all offers and sales material times, no order of a competent regulatory authority will have been issued to cease the trade or distribution of any of the Securities Notes or any other securities of New Gold or that affects any person or company who engages in such a trade and no court judgment, order, decree, injunction, decision or ruling will be made in compliance with, and effect which prevents the trade or distribution of any of the Notes or other securities of New Gold or that affects any person or company who engages in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenturesuch a trade.

Assumptions. In giving this opinionrendering the opinions set forth herein, we have relied upon and assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the A. The genuineness of all signatures, the conformity to original documents and the completeness authenticity of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents writings submitted to us as originals, the conformity to original writings of all copies submitted to us as certified or photostatic copies and the legal competence and capacity of all natural persons; B. The truth and accuracy of all certificates and representations, writings and records reviewed by us referred to in Part I of this opinion letter, including the representations and warranties made in the Loan Documents, in each case with respect to the factual matters set forth therein; C. Each party to the Subject Documents (other than the Delaware Entities) is validly existing, and in good standing under the laws of its jurisdiction of organization and has the requisite organizational power to enter into the Loan Documents to which it is a party; D. Except to the extent that we expressly opine as to any of the following matters with respect to a particular party in Part II above: (i) the execution and delivery of the Subject Documents have been duly authorized by all necessary organizational proceedings on the part of all parties to each such document, (ii) the Subject Documents have been duly executed and delivered by all such parties, (iii) that the Subject Documents constitute the valid and binding obligations of all such parties, enforceable against such parties in accordance with their respective terms and (aiv) the terms and provisions of each of the parties to the Underwriting AgreementSubject Documents do not, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of its obligations thereunder by each such party will not (a) violate the Underwriting Agreementconstitutive or organizational documents of any such party or any law, order or decree of any court, administrative agency or other governmental authority binding on any such party or (b) result in a breach of or cause a default under any contract or indenture to which it is a party or by which it is bound; E. The Loan Parties will comply with the Indenture and the Securities, as the case may be, and, except to the extent expressly set out covenants in the opinions below Loan Documents as to the Companyapplication of proceeds of Loans made, has duly executed and delivered the Underwriting Agreementor of Letters of Credit issued, the Indenture and the Securitiesthereunder; and F. There are no other agreements or understandings, as the case may bewhether oral or written, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each among any or all of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to that would alter the extent expressly agreements set out forth in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the IndentureSubject Documents.

Assumptions. In giving this legal opinion, we have assumedassumed with your consent, without independent verificationand we have not verified independently: (ia) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, stamps and seals, the conformity to original documents and the completeness originals of all the documents submitted to us as certified, photostatic, faxed or e-mailed copies or received by us by facsimile or other electronic transmission, specimens and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originalssuch documents; (iiib) that (a) each the due authorisation, execution and delivery of the Opinion Documents (and any document in connection therewith) by all the parties to thereto (other than the Underwriting Agreement, the Indenture Company and the Securities, Newco) as well as the case may becapacity, is duly organized power, authority and validly existinglegal right of all the parties thereto (other than the Company and Newco) to enter into, has the power and authority to execute, deliver and perform its their respective obligations under the Underwriting Agreementthereunder, the Indenture and the compliance with all applicable laws and regulations (other than Luxembourg law); Xxxxxxx Xxxxx & Co. X.X. Xxxxxx Securities Inc. Fleet Securities, as Inc. November , 2003 (c) that all factual matters and statements relied upon or assumed herein are true and were true and complete on the case date of execution of the Opinion Documents (and any document in connection therewith); (d) that all authorisations, approvals and consents of any country (other than Luxembourg) which may be, has taken all action necessary to authorize be required in connection with the execution, delivery and performance of the Underwriting AgreementOpinion Documents (and any document in connection therewith) have been or will be obtained, and that all internal corporate or other authorisation procedures by each party (other than the Company and Newco) for the execution by it of the Opinion Documents (or any document in connection therewith) to which it is expressed to be a party, have been or will be duly fulfilled; (e) that the Opinion Documents (and any document in connection therewith) have been signed on behalf of the Company and on behalf of Newco by any of the Attorneys duly appointed by the Resolutions mentioned in paragraphs 8. and 10. the Schedule; (f) that the principal place of business (principal établissement) and the centre of main interests (centre des intérêts principaux) of the Company and of Newco are located at their respective registered office (siège statutaire) in Luxembourg and that the Company and Newco comply with, and adhere to, the Indenture and provisions of the SecuritiesLuxembourg act dated 31st May, 1999 concerning the domiciliation of companies; (g) that the Commission de surveillance du secteur financier of Luxembourg considers that neither the Company nor Newco actually are regulated entities which are subject to the Luxembourg act dated 5th April, 1993 relating to the financial sector, as amended (the case may beBanking Act 1993); (h) that the Opinion Documents are legal, andvalid, except binding and enforceable under the law of the State of New York, that the choice of the law of the State of New York is valid (as a matter of the law of the State of New York only) as the choice of proper law and that the obligations assumed by all the parties thereunder constitute legal, valid, binding and enforceable obligations under the law of the State of New York by which the Opinion Documents are expressed to be governed; (i) that there are no provisions of the extent expressly set out in laws of any jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions below as expressed in this legal opinion; (j) that the undertakings to which the Company and Newco provide financial assistance form part of a group of companies; (k) that the transaction contemplated by the Opinion Documents is not disproportionate to the Company, has duly executed ’s and delivered the Underwriting Agreement, the Indenture Newco’s financial means and the benefits derived therefrom and that there is no abuse of trust or corporate assets; (l) that the Company’s and Newco’s purpose for entering into the transaction contemplated by the Opinion Documents is not the acquisition of their shares by a third party; (m) that all the parties to the Opinion Documents (other than the Company and Newco) are companies duly organised, incorporated and validly existing in accordance with the laws of the jurisdiction of their respective incorporation and/or the place of effective management, Xxxxxxx Xxxxx & Co. X.X. Xxxxxx Securities Inc. Fleet Securities, as Inc. November , 2003 having a corporate existence, that in respect of all the case may beparties to the Opinion Documents, no steps have been taken pursuant to any insolvency proceedings to appoint an administrator, receiver or liquidator over the respective parties or their assets and that no voluntary winding-up of such parties has been recorded at the date hereof; (bn) that all conditions precedent to the Underwriting Agreement constitutes the legal, valid and binding obligation effectiveness of each of the Opinion Documents have been satisfied and that each of the Opinion Documents is in full force and effect as against the parties thereto; (o) that all payments and transfers (if any) made by, enforceable against each such party on behalf of, in favour of, or for the account of, the Company and Newco are made on arm’s length terms and are in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its termsmarket practice; (ivp) that the entry into the Opinion Documents (and any documents in connection therewith) will materially benefit the Company and Newco and is able lawfully to issue and sell in the Securities to be issued and sold by it pursuant to the Underwriting Agreementbest interest, and that such Securities have been duly for the corporate benefit, of the Company and validly authorized and issuedNewco; (vq) that neither the accuracy articles of association of the representations Company and warranties, and compliance with the undertakings and agreements, articles of each association of Newco nor the resolutions of the parties contained in the Underwriting Agreement Company and the Indentureresolutions of Newco have been amended or revoked since the dates referred to in paragraphs 7. and 9. of the Schedule, respectively; (r) that the meetings of the Board of Managers of the Company and Newco mentioned in paragraphs 8. and 10. of the Schedule were duly convened and duly held; and (vis) that all offers and sales following the adoption of the Securities Luxembourg act dated 27th July, 2003 relating to the trust and fiduciary contracts (the Trust and Fiduciary Contracts Act 0000), Xxxxxxxxxx law recognises trusts created in accordance with the Convention on the law applicable to trusts and on their recognition done at The Hague on 1st July, 1985 provided the trust is legal, valid, binding and enforceable under the law applicable to the trust. If the trust relates to, or applies in respect of, assets located in Luxembourg, the situation of the trustee will be made in compliance with, and in determined by reference to the manner contemplated by, situation of the Prospectus, legal owner (propriétaire) of such assets without prejudice to the Underwriting Agreement principle of segregation of the trust’s assets and the Indenturetrustee’s personal estate. The trustee’s rights are limited only by the law applicable to the trust and the terms of the trust. We express no, nor do we imply any, opinion as to any laws other than the laws of Luxembourg.

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture Agreement and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities Shares to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities Shares have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the IndentureAgreement; and (vi) that all offers and sales of the Securities Shares will be made in compliance with, and in the manner contemplated by, the Time of Sale Prospectus, the Underwriting Agreement Prospectus and the IndentureUnderwriting Agreement.

Assumptions. In giving this opinionrendering the opinions expressed herein, we have assumed, with your permission and without independent verificationinvestigation or inquiry: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (iia) the legal capacity due authorization, execution and delivery of all signatories, Reviewed Documents by all parties to the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmissionReviewed Documents, and the authenticity and completeness of the originals of those documents and of all documents Reviewed Documents submitted to us as originals; (iiib) the genuineness of all signatures on all Reviewed Documents examined; (c) the conformity to authentic originals of Reviewed Documents submitted to us as certified, conformed, photostatic or digital-image copies; (d) the legal capacity of natural persons; (e) that (a) each of the corporate parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, Reviewed Documents is duly organized organized, validly existing and validly existing, in good standing under the laws of its jurisdiction of incorporation or formation and has the full power and authority to execute, deliver and perform its obligations under the Underwriting Agreementeach of such Reviewed Documents to which it is a party, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance that each of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement such Reviewed Documents constitutes the legal, a valid and legally binding obligation of each of the parties thereto, to such Reviewed Documents enforceable against each of such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms, and that each of such parties has fulfilled and complied with its obligations under such Reviewed Documents to the extent required thereunder to date; (ivf) the terms and conditions of the Reviewed Documents have not been amended, modified or supplemented by any agreement or understanding of the parties or otherwise or by waiver of any of the material provisions of the Reviewed Documents; (g) that all matters set forth in the Officer’s Certificate and the Expert’s Certificate are true, accurate, complete and correct in all respects; (h) that the Company is able lawfully to issue Designated Property Additions (i) are owned by the Company, (ii) are located in the State of Texas, (iii) do not constitute Excepted Property and sell (iv) only constitute personal property in which a security interest may be perfected by the Securities to be issued and sold by it pursuant to filing of a financing statement under Chapter 9 of the Underwriting Agreement, and that such Securities have been duly and validly authorized and issuedCode (the “Texas UCC”); (vi) that the accuracy Lien Search reveals or discloses the existence of any and all Liens on or affecting the Designated Property Additions; (j) that each financing statement identified on Exhibit C (each a “Terminated Filing” and collectively the “Terminated Filings”) was terminated by a “termination statement” (as defined in 9.102 of the representations and warranties, and compliance with the undertakings and agreements, Texas UCC) filed by each respective “secured party of each record” (as defined in Section 9.511 of the parties contained in the Underwriting Agreement and the IndentureTexas UCC) with respect to such Terminated Filing; and (vik) that all offers no financing statement identified on Exhibit D (each a “Specific Property Filing” and sales of collectively the Securities will be made in compliance with, and “Specific Property Filings”) includes in the manner contemplated by, collateral described therein any property which is included in the Prospectus, the Underwriting Agreement and the IndentureDesignated Property Additions.

Assumptions. In giving this opinionWe have made the following assumptions, which we have assumed, without independent verificationnot independently verified or established and on which we express no opinion: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) 1. We have assumed the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents Opinion Documents and the completeness of all documents Opinion Documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents Opinion Documents and of all documents Opinion Documents submitted to us as originals;. (iii) 2. We have assumed that (a) each of the parties party to the Underwriting Agreement, the Indenture and the Securities, as the case may be, 2017 Documents is duly organized organized, validly existing and validly existingin good standing under the laws of each jurisdiction where each party is required to be so qualified, has the power and authority to execute, deliver and perform its the 2017 Documents to which it is a party, and has duly authorized, executed and delivered those 2017 Documents, and that the 2017 Documents constitute the valid and binding obligations of the parties to them (other than the Issuer), enforceable against those parties (other than the Issuer) in accordance with their respective terms. We have assumed that each party to the Existing Agreements is duly organized, validly existing and in good standing under the Underwriting Agreement, the Indenture and the Securities, as the case may belaws of each jurisdiction where each party is required to be so qualified, has taken the power and authority to execute, deliver and perform the Existing Agreements to which it is a party, and has duly authorized, executed and delivered those Existing Agreements, and that the Existing Agreements constitute the valid and binding obligations of the parties to them (including the Issuer), enforceable against those parties (including the Issuer) in accordance with their respective terms. 3. We have assumed that, to the extent we have not expressly opined thereon in paragraphs C.2 below, all action necessary to authorize authorizations, approvals and consents of, and all filings and registrations with, governmental and regulatory authorities and agencies required for the execution, delivery and performance of the Underwriting AgreementOpinion Documents have been obtained or made. We have assumed that the Issuer is not party to any agreement, the Indenture and the Securitiesor subject to any writ or order, as the case may bethat might affect any of our opinions below. 4. We have assumed, and, except to the extent we have not expressly set out opined thereon in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreementparagraphs C.3 below, the Indenture execution, delivery and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each performance of the Opinion Documents by the respective parties theretothereto did not, enforceable against each do not and will not contravene or conflict with any law, rule or regulation binding upon such party, the constitutive documents of any party, any agreement or instrument to which any such party in accordance with is a party or by which its terms properties or assets are bound, or any judicial or administrative judgment, injunction, order or decree binding upon any such party or its properties. 5. We have assumed that the purchase and (c) except to the extent expressly set out in the opinions below as to the Company, each sale of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities Notes will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Note Purchase Agreement and that each Purchaser is acquiring its Notes without any present intention to distribute the IndentureNotes. 6. We have assumed as to matters of fact the accuracy of the representations and warranties, and compliance with the agreements, contained in the Note Purchase Agreement (and there are no facts, circumstances or matters that may be material to the opinions set out herein and that have not been disclosed to us) and due performance by each of them and any other applicable person of the undertakings and agreements set forth therein. 7. We have assumed that there is no other agreement that modifies the agreements expressed in the Opinion Documents, and that all representations and warranties of the parties in the Opinion Documents as to factual matters are true and correct. 8. We have assumed that the Issuer has received the agreed to and stated consideration for the incurrence of the obligations applicable to it under the terms of the Opinion Documents.

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities Shares to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities Shares have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the IndentureAgreement; and (vi) that all offers and sales of the Securities Shares will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement Time of Sale Prospectus and the IndentureUnderwriting Agreement, will not violate any applicable law (other than Applicable Laws) or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Time of Sale Prospectus, the Underwriting Agreement and the Indenture, will not violate any applicable law (other than Applicable Laws) or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting AgreementAgreement (other than the Issuer), the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture Indenture, the Guarantees and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture Indenture, the Guarantees and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture Indenture, the Guarantees and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities Guarantees to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities Guarantees have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenture.