Documents Examined. For the purpose of giving this opinion we have examined the following documents: 3.1 a copy of each of the New York Law Documents and pdf copies of the executed signature pages; 3.2 a certificate of the Secretary of Delphi Automotive LLP dated 17 May 2011 attaching: 3.2.1 a copy of the Delaware law governed third Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP dated as of 26 April 2011 (the “Partnership Agreement”), certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011; 3.2.2 a copy of the Certificate of Incorporation of a Limited Liability Partnership dated 19 August 2009, together with a Certificate of Incorporation on Change of Name of a Limited Liability Partnership dated 8 October 2009 each in relation to Delphi Automotive LLP, certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011; 3.2.3 a copy of the written resolutions dated 3 May 2011 adopted by Delphi Automotive LLP’s Board of Managers approving, amongst other things, the execution and delivery of the Indenture, certified by the Secretary of the Delphi Automotive LLP as true, complete and up to date on 17 May 2011; 3.2.4 a copy of the signatures of the authorized signatories of Delphi Automotive LLP as at the date of execution of the Indenture, certified by the Secretary of Delphi Automotive LLP as true and correct on 17 May 2011; 3.2.5 a copy of the certificate of “good standing” in respect of Delphi Automotive LLP issued by the Registrar of Companies at Companies House on the date hereof; 3.3 a certificate of the Secretary of Delphi Holdfi UK Limited dated 1 March 2012, attaching: 3.3.1 a copy of the Certificate of Incorporation of a Limited Company dated 30 June 2011 together with a Certificate of Incorporation on Change of Name dated 19 August 2011 and the Articles of Association (together the “Constitutional Documents”) of Delphi Holdfi UK Limited taken from the results of our online searches of the public records on file and available for inspection at Companies House referred to in paragraph 3.5 below, certified by the Secretary of Delphi Holdfi UK Limited as up to date on 1 March 2012; 3.3.2 a copy of the written resolutions dated 23 December 2011 adopted by Xxxxxx Xxxxxx UK Limited’s Board of Directors approving, amongst other things the execution and delivery of the Supplemental Indenture, certified by the Secretary of Xxxxxx Xxxxxx UK Limited as true, complete and up to date on 1 March 2012; 3.3.3 a copy of the signatures of the authorized signatories of Delphi Holdfi UK Limited, certified by the Secretary of Delphi Holdfi UK Limited as true and correct on 1 March 2012; and 3.3.4 a copy of the certificate of “good standing” in respect of Delphi Holdfi UK Limited issued by the Registrar of Companies at Companies House on 1 March 2012; 3.4 the results of our online search on 27 February 2012 of the public records of each English Guarantor on file and available for inspection at Companies House which we updated on the date hereof and the results of a telephone search made by us with respect to each English Guarantor at the Central Index of Winding-Up Petitions on the date hereof at 10 am (together the “Searches”).
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Documents Examined. For the purpose of giving this opinion we have examined the following documents:
3.1 a copy of each of the New York Law Documents and pdf copies of the executed signature pages;
3.2 a certificate of the Secretary of Delphi Automotive LLP dated 17 May 2011 attaching:
3.2.1 a copy of the Delaware law governed third Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP dated as of 26 April 2011 (the “Partnership Agreement”), certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011;
3.2.2 a copy of the Certificate of Incorporation of a Limited Liability Partnership dated 19 August 2009, together with a Certificate of Incorporation on Change of Name of a Limited Liability Partnership dated 8 October 2009 each in relation to Delphi Automotive LLP, certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011;
3.2.3 a copy of the written resolutions dated 3 May 2011 adopted by Delphi Automotive LLP’s Board of Managers approving, amongst other things, the execution and delivery of the Indenture, certified by the Secretary of the Delphi Automotive LLP as true, complete and up to date on 17 May 2011;
3.2.4 a copy of the signatures of the authorized signatories of Delphi Automotive LLP as at the date of execution of the Indenture, certified by the Secretary of Delphi Automotive LLP as true and correct on 17 May 2011;
3.2.5 a copy of the certificate of “good standing” in respect of Delphi Automotive LLP issued by the Registrar of Companies at Companies House on the date hereof;
3.3 a certificate of the Secretary of Delphi Holdfi UK Limited dated 1 March 2012, attaching:
3.3.1 a copy of the Certificate of Incorporation of a Limited Company dated 30 June 2011 together with a Certificate of Incorporation on Change of Name dated 19 August 2011 and the Articles of Association (together the “Constitutional Documents”) of Delphi Holdfi UK Limited taken from the results of our online searches of the public records on file and available for inspection at Companies House referred to in paragraph 3.5 below, certified by the Secretary of Delphi Holdfi UK Limited as up to date on 1 March 2012;
3.3.2 a copy of the written resolutions dated 23 December 2011 adopted by Xxxxxx Xxxxxx UK Limited’s Board of Directors approving, amongst other things the execution and delivery of the Supplemental Indenture, certified by the Secretary of Xxxxxx Xxxxxx UK Limited as true, complete and up to date on 1 March 2012;
3.3.3 a copy of the signatures of the authorized signatories of Delphi Holdfi UK Limited, certified by the Secretary of Delphi Holdfi UK Limited as true and correct on 1 March 2012; and
3.3.4 a copy of the certificate of “good standing” in respect of Delphi Holdfi UK Limited issued by the Registrar of Companies at Companies House on 1 March 2012the date hereof;
3.4 the results of our online search on 27 February 2012 of the public records of each English Guarantor on file and available for inspection at Companies House which we updated on the date hereof and the results of a telephone search made by us with respect to each English Guarantor at the Central Index of Winding-Up Petitions on the date hereof at 10 am (together the “Searches”). Except as mentioned above, we have not examined any agreements, instruments, records or other documents, and have not made any enquiries or other investigations, whatsoever relating to or concerning either English Guarantor or any of the other parties to the New York Law Documents in connection with the giving of this opinion.
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Documents Examined. For the purpose of giving this opinion we have examined the following documents:
3.1 a copy of each of the New York Law Documents and pdf copies of the executed signature pages;
3.2 a certificate of the Secretary of Delphi Automotive LLP dated 17 May 2011 14 February 2013 attaching:
3.2.1 a copy of the Delaware law governed third fifth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP dated as of 26 April 2011 27 February 2012 (the “Partnership Agreement”), certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 201114 February 2013;
3.2.2 a copy of the Certificate of Incorporation of a Limited Liability Partnership dated 19 August 2009, together with a Certificate of Incorporation on Change of Name of a Limited Liability Partnership dated 8 October 2009 each in relation to Delphi Automotive LLP, certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 201114 February 2013;
3.2.3 a copy of the written resolutions dated 3 May 2011 11 February 2013 adopted by the members of Delphi Automotive LLP’s Board of Managers approving, amongst other things, the execution and delivery of the Supplemental Indenture, certified by the Secretary of the Delphi Automotive LLP as true, complete and up to date on 17 May 201114 February 2013;
3.2.4 a copy of the signatures of the authorized signatories of Delphi Automotive LLP as at the date of execution of the Supplemental Indenture, certified by the Secretary of Delphi Automotive LLP as true and correct on 17 May 201114 February 2013;
3.2.5 a copy of the certificate of “good standing” in respect of Delphi Automotive LLP issued by the Registrar of Companies at Companies House on the date hereof11 February 2013;
3.3 a certificate of the Secretary of Delphi Holdfi UK Limited dated 1 March 201214 February 2013, attaching:
3.3.1 a copy of the Certificate of Incorporation of a Limited Company dated 30 June 2011 together with a Certificate of Incorporation on Change of Name dated 19 August 2011 and the Articles of Association (together the “Constitutional Documents”) of Delphi Holdfi UK Limited taken from the results of our online searches of the public records on file and available for inspection at Companies House referred to in paragraph 3.5 3.4 below, certified by the Secretary of Delphi Holdfi UK Limited as up to date on 1 March 201214 February 2013;
3.3.2 a copy of the written resolutions dated 23 December 2011 11 February 2013 adopted by Xxxxxx Xxxxxx Delphi Holdfi UK Limited’s Board of Directors approving, amongst other things the execution and delivery of the Supplemental Indenture, certified by the Secretary of Xxxxxx Xxxxxx Delphi Holdfi UK Limited as true, complete and up to date on 1 March 201214 February 2013;
3.3.3 a copy of the signatures of the authorized signatories of Delphi Holdfi UK Limited, certified by the Secretary of Delphi Holdfi UK Limited as true and correct on 1 March 201214 February 2013; and
3.3.4 a copy of the certificate of “good standing” in respect of Delphi Holdfi UK Limited issued by the Registrar of Companies at Companies House on 1 March 201211 February 2013;
3.4 the results of our online search on 27 6 February 2012 2013 of the public records of each English Guarantor on file and available for inspection at Companies House which we updated on the date hereof and the results of a telephone search made by us with respect to each English Guarantor at the Central Index of Winding-Up Petitions on the date hereof at 10 am (together the “Searches”).
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Documents Examined. For the purpose of giving this opinion we have examined the following documents:
3.1 a copy of each of the New York Law Documents Supplemental Indenture and pdf copies of the executed signature pages;
3.2 a certificate of the Secretary of Delphi Automotive LLP the English Guarantor dated 17 May 2011 3 March 2014 attaching:
3.2.1 a copy of the Delaware law governed third Fifth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP the English Guarantor dated as of 26 April 2011 27 February 2012 (the “Partnership Agreement”), certified by the Secretary of Delphi Automotive LLP the English Guarantor as up to date on 17 May 20113 March 2014;
3.2.2 a copy of the Certificate of Incorporation of a Limited Liability Partnership dated 19 August 2009, together with a Certificate of Incorporation on Change of Name of a Limited Liability Partnership dated 8 October 2009 each in relation to Delphi Automotive LLPthe English Guarantor, certified by the Secretary of Delphi Automotive LLP the English Guarantor as up to date on 17 May 20113 March 2014;
3.2.3 a copy of the written resolutions dated 3 May 2011 21 February 2014 adopted by Delphi Automotive LLP’s Board the members of Managers the English Guarantor approving, amongst other things, the execution and delivery of the Supplemental Indenture, certified by the Secretary of the Delphi Automotive LLP English Guarantor as true, complete and up to date on 17 May 20113 March 2014;
3.2.4 a copy of the signatures of the authorized signatories of Delphi Automotive LLP the English Guarantor as at the date of execution of the Supplemental Indenture, certified by the Secretary of Delphi Automotive LLP the English Guarantor as true and correct on 17 May 20113 March 2014;
3.2.5 a copy of the certificate of “good standing” in respect of Delphi Automotive LLP the English Guarantor issued by the Registrar of Companies at Companies House on the date hereof3 March 2014;
3.3 a certificate of the Secretary of Delphi Holdfi UK Limited dated 1 March 2012, attaching:
3.3.1 a copy of the Certificate of Incorporation of a Limited Company dated 30 June 2011 together with a Certificate of Incorporation on Change of Name dated 19 August 2011 and the Articles of Association (together the “Constitutional Documents”) of Delphi Holdfi UK Limited taken from the results of our online searches of the public records on file and available for inspection at Companies House referred to in paragraph 3.5 below, certified by the Secretary of Delphi Holdfi UK Limited as up to date on 1 March 2012;
3.3.2 a copy of the written resolutions dated 23 December 2011 adopted by Xxxxxx Xxxxxx UK Limited’s Board of Directors approving, amongst other things the execution and delivery of the Supplemental Indenture, certified by the Secretary of Xxxxxx Xxxxxx UK Limited as true, complete and up to date on 1 March 2012;
3.3.3 a copy of the signatures of the authorized signatories of Delphi Holdfi UK Limited, certified by the Secretary of Delphi Holdfi UK Limited as true and correct on 1 March 2012; and
3.3.4 a copy of the certificate of “good standing” in respect of Delphi Holdfi UK Limited issued by the Registrar of Companies at Companies House on 1 March 2012;
3.4 the results of our online search on 27 18 February 2012 2014 of the public records of each the English Guarantor on file and available for inspection at Companies House which we updated on the date hereof and the results of a telephone search made by us with respect to each the English Guarantor at the Central Index of Winding-Up Petitions on the date hereof at 10 am (together the “Searches”).
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