Common use of Form of Opinion of General Counsel of the Company Clause in Contracts

Form of Opinion of General Counsel of the Company. All of the issued and outstanding limited liability company interests of each Subsidiary have been duly authorized and issued in accordance with the limited liability company agreement of such Subsidiary and are fully paid (to the extent required under such Subsidiary’s limited liability company agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and, to my knowledge, are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Company’s Amended and Restated Credit Agreement with Xxxxx Fargo Bank, National Association and (B) as described in the General Disclosure Package and the Final Prospectus.

Form of Opinion of General Counsel of the Company. All of the issued and outstanding limited liability company interests of each Subsidiary have been duly authorized and issued in accordance with the limited liability company agreement of such Subsidiary and are fully paid (to the extent required under such Subsidiary’s limited liability company agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and, to my knowledge, are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Company’s Amended and Restated Credit Agreement with Xxxxx Wxxxx Fargo Bank, National Association and (B) as described in the General Disclosure Package and the Final Prospectus.