Common use of Opinion of Company Counsel Clause in Contracts

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx X. XxxxxxxXxxxxx, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable At the Closing Date, counsel for the Company shall have furnished to the Underwriter an opinion, dated as of the Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the CompanyDate, in form and scope substance satisfactory to counsel for the UnderwritersUnderwriter, to the effect that: (i) To the best Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of such counsel’s knowledge the State of Alabama, with corporate power and informationauthority to own its properties and conduct its business as described in the Prospectus and to execute and deliver, and perform its obligations under, this Agreement, the Indenture and the Securities; and the Company is duly not required by the nature of its business to be licensed or qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership any other state or lease of substantial properties or the conduct of its business requires such qualificationjurisdiction, except where the failure to be so qualify qualified would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Company; (ii) To to the best knowledge of such counsel’s knowledge and information, each Significant Subsidiary there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company, of a character required to be disclosed in the Company Registration Statement which is duly qualified as a foreign corporation, limited liability company or partnership, as not adequately disclosed in the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Prospectus; (iii) To the best of such counsel’s knowledge this Agreement has been duly authorized, executed and information, no material default exists in the due performance or observance delivered by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Company; (iv) To the best Securities have been duly authorized, executed, issued and delivered by the Company and constitute valid and legally binding obligations of such counsel’s knowledge the Company enforceable against the Company in accordance with their terms, except as may be limited by the Exceptions, and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required entitled to be described or referred the benefits of the Indenture; and the Securities conform to the description thereof in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct.Prospectus; (v) The the Indenture has been duly authorized, issued executed and outstanding capital stock delivered by the Company and constitutes a valid and legally binding instrument of the Company is enforceable against the Company in accordance with its terms, except as set forth in may be limited by the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant Exceptions; the Indenture conforms to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to the description thereof in the Prospectus), ; and the shares of issued and outstanding Common Stock and Preferred Stock have Indenture has been duly authorized and validly issued and are fully paid and non-assessable.qualified under the 1939 Act; (vi) The the issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated herein will notnot conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the best Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such counsel’s knowledge and information, actions result in any material violation of the provisions of the Organizational Documents or any statute, rule, regulation or other law, or any order applicable or judgment known to the Company such counsel, of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties.; (vii) To the Alabama Commission Order is in full force and effect and is sufficient to permit the Company to enter into and perform the transactions contemplated by this Agreement, the Securities and the Indenture, and no other consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its properties is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, except such as have been obtained under the 1933 Act and the 1939 Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or blue sky laws in connection with the Underwriter’s purchase and distribution of the Securities; (viii) Energen Corporation is the sole owner of all of the issued and outstanding common stock of the Company and has filed an annual exemption statement on Form U-3A-2 pursuant to Rule 2 under the 1935 Act, and Energen Corporation and each of its subsidiaries are exempt from all of the provisions of the 1935 Act except Section 9(a)(2) thereof; (ix) the Registration Statement, at the Effective Date, and the Prospectus, at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act (except in each case as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass), complied as to form in all material respects with the requirements of the 1933 Act and the 1939 Act and the respective rules and regulations of the SEC thereunder; each Incorporated Document as originally filed pursuant to the 1934 Act (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass) complied as to form when so filed in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC thereunder; the Registration Statement has become, and on the Closing Date is, effective under the 1933 Act and, to the best of such counsel’s knowledge knowledge, no proceedings for a stop order with respect thereto are threatened or pending under Section 8 of the 1933 Act; and informationnothing has come to the attention of such counsel that has caused it to believe that the Registration Statement (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, there are no legal upon which such counsel need not pass), at the Effective Date, contained an untrue statement of a material fact or governmental proceedings pending or threatened which are omitted to state a material fact required to be disclosed in stated therein or necessary to make the Time of Sale Information statements therein not misleading or that the Prospectus (except as to financial statements and other financial and statistical data contained or otherwise incorporated by reference therein therein, upon which such counsel need not pass), at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act or on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (x) such counsel does not know of any franchise, contract or other document required to be described in, or filed as an exhibit to, the Registration Statement or incorporated by reference in the Prospectus that are not so discloseddescribed or filed or incorporated by reference as required; and the statements included or incorporated by reference in the Prospectus describing material contracts or agreements relating to the Company fairly summarize such matters. In rendering such opinion, such counsel (A) may rely as to matters involving the application of laws of any jurisdiction other than the State of Alabama or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to Underwriter’s Counsel provided that the Underwriter is an addressee of or is otherwise entitled to rely on such opinions, (B) may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials and (C) need not pass upon any information contained or incorporated by reference in the Registration Statement or the Prospectus relating to DTC.

Opinion of Company Counsel. The favorable opinionYou shall have received on the Closing Date (and the Additional Closing Date, dated as if any) an opinion of Closing TimePetillon & Hiraide LLP, of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, substantially to the effect that: (i) To The Company is a corporation duly incorporated, validly existing, and in good standing under the best laws of such counsel’s knowledge the state of Delaware, with the corporate power and informationauthority to own, lease, and operate its properties and to conduct its business as described in each of the Registration Statement, the Company Commitment Prospectus, and the Prospectus (and any amendment or supplement thereto), and is duly registered or otherwise qualified to conduct its business as a foreign corporation to transact business and is in good standing in each jurisdiction or place in which the nature of its ownership or lease of substantial properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would does not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseMaterial Adverse Effect. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary Each of the Company Company's subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, with the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in each of the Registration Statement, the Commitment Prospectus, and the Prospectus (and any amendment or supplement thereto), and is duly registered or otherwise qualified to conduct its business as a foreign corporation, limited liability company or partnership, as the case may be, to transact business corporation and is in good standing in each jurisdiction in which or place where the nature of its ownership or lease of substantial properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify and be in good standing would does not have a material adverse effect on Material Adverse Effect; and all of the conditionoutstanding shares of capital stock of each of the subsidiaries have been duly authorized and validly issued, financial or otherwiseare fully paid and nonassessable, and are owned by the Company directly, or the earnings, business affairs or business prospects indirectly through one of the Company other subsidiaries, free and its subsidiaries considered as one enterpriseclear of any perfected security interest, or any other security interest, lien, adverse claim, equity, or other encumbrance. (iii) The capitalization of the Company conforms in all material respects to the description thereof contained in each of the Commitment Prospectus and the Prospectus under the caption "Capitalization," and the Shares conform in all material respects to the description of the Common Stock in each of the Commitment Prospectus and the Prospectus. Except as set forth in each of the Commitment Prospectus and the Prospectus, the Company is not a party to or bound by any outstanding options, warrants, or similar rights to subscribe for, or contractual obligations to issue, sell, transfer, or acquire, any of its capital stock or any securities convertible into or exchangeable for any of such capital stock. (iv) All shares of capital stock of the Company outstanding prior to the issuance of the Shares to be issued and sold by the Company hereunder, are duly authorized, validly issued, fully paid and nonassessable, and free of any preemptive or similar rights that entitle or will entitle any person to acquire any shares upon the issuance thereof by the Company, and no such rights will exist as of the Closing Date. (v) To the best knowledge of such counsel’s , except as disclosed in each of the Commitment Prospectus and the Prospectus, all offers and sales of the Company's securities have been made in compliance in all material respects with the registration requirements of the Securities Act and other applicable state securities laws or regulations or applicable exemptions therefrom. (vi) To the knowledge of such counsel after reasonable inquiry, neither the Company nor any of its subsidiaries is in violation of its certificate of incorporation or bylaws and information, no material is not in default exists in the due performance of any obligation, agreement, or observance condition contained in any bond, indenture, note, or other evidence of indebtedness or any other agreement or obligation of the Company or such subsidiary, where the default would have, individually or in the aggregate, a Material Adverse Effect. (vii) Neither the offer, sale, or delivery of the Shares by the Company, the execution, delivery, or performance by the Company of this Agreement, the compliance by the Company with all provisions hereof nor consummation by the Company of the transactions contemplated hereby (A) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the certificate of incorporation or bylaws of the Company or any material agreement, indenture, lease, or other instrument to which the Company is a party or by which it or any of its properties is bound, or (B) creates or will result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company, or (C) violates or will result in any violation of any existing law, statute, regulation, ruling (assuming compliance with all applicable state securities and Blue Sky laws), judgment, injunction, order, or decree that is known to such counsel and is applicable to the Company or any of its properties. (viii) Except as described in each of the Commitment Prospectus and the Prospectus, there is no action, suit, inquiry, proceeding, or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the knowledge of such counsel, threatened, against or involving the Company or its subsidiaries, or the properties of either the Company or any of its subsidiaries (A) that might individually or in the aggregate prevent or adversely affect the transactions contemplated by this Agreement or result in a Material Adverse Effect, nor, to the knowledge of such counsel, is there any obligationbasis for any such action, agreementsuit, covenant inquiry, proceeding, or condition contained investigation; or (B) that are required to be described in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in of the Registration Statement, the Time of Sale Information Commitment Prospectus, or the Prospectus or filed that are not described as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriserequired therein. (ivix) To the best of such counsel’s knowledge and informationSuch counsel has reviewed all agreements, there are no contracts, indentures, mortgagesleases, loan agreements, notes, leases or other documents or instruments or documents required to be described described, incorporated by reference, or referred to in any of the Registration Statement, the Time of Sale Information Commitment Prospectus, or the Prospectus Prospectus, such agreements, contracts (and forms of contracts), indentures, leases, or to be filed as exhibits thereto other than those described documents or referred to therein instruments are fairly summarized or disclosed in all material respects in each of the Registration Statement, the Commitment Prospectus, and the Prospectus, and filed or incorporated by reference as exhibits thereto to the Registration Statement as required, and the descriptions thereof such counsel does not know of any agreements, contracts, indentures, leases, or references thereto are correctother documents or instruments required to be so summarized or disclosed or filed or incorporated by reference that have not been so summarized or disclosed or filed or incorporated by reference. (vx) The authorizedNo consent, issued and outstanding capital stock approval, authorization, or other order of, or registration or filing with, any court, regulatory body, administrative agency, or other governmental body, agency, or official is required on the part of the Company (except such as have been obtained under the Securities Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) for the valid issuance and sale of the Shares to the Underwriters under this Agreement. (xi) The form of certificate used to evidence the Common Stock is as in due and proper form and complies with all applicable requirements of the certificate of incorporation and bylaws of the Company and the General Corporation Law of the state of Delaware. (xii) The description of the Company's stock option, stock bonus, and other stock plans or arrangements, and the options or other rights granted and exercised thereunder, set forth in either the Commitment Prospectus or the Prospectus under “Capitalization” (except for subsequent issuancesaccurately and fairly presents the information required to be shown with respect to such plans, if anyarrangements, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus)options, and rights. (xiii) The Company has the shares corporate power and authority to enter into this Agreement and to issue, sell, and deliver the Shares to be sold by it to the Underwriters as provided herein. The Agreement has been duly authorized, executed, and delivered by, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency, or other laws affecting creditors' rights generally, and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought, and except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. (xiv) The Shares to be issued and outstanding Common Stock and Preferred Stock sold to the Underwriters by the Company hereunder have been duly authorized and validly and, when issued and are delivered to the Underwriters against payment therefor in accordance with the terms hereof, (A) such Shares will be validly issued, fully paid paid, nonassessable, and non-assessablefree of any preemptive or similar rights that entitle or will entitle any person to acquire any Shares upon the issuance thereof by the Company, and (B) good and valid title to such Shares, free and clear of any claim, encumbrance, or defect in title of any nature (other than any arising by or through the Underwriters), will pass to each Underwriter that has purchased any portion of such Shares in good faith and without knowledge of any such claim, encumbrance, or defect. (vixv) The Registration Statement has been declared effective by the Commission under the Securities Act. To the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for such purpose have been instituted or are pending or are contemplated or threatened by the Commission. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by such Rule 424(b). Any required filing of an Issuer Free Writing Prospectus and any supplement or amendment thereto pursuant to Rule 433 under the Securities Act has been made in the manner and within the time period required by such Rule 433. (xvi) The Registration Statement, including any Rule 462 Registration Statement, the Commitment Prospectus, the Prospectus, and each amendment or supplement to the Registration Statement and the Commitment Prospectus and the Prospectus, and any Issuer Free Writing Prospectus as of their respective effective or issue dates (other than the financial statements and sale supporting schedules included therein or in exhibits to or excluded from the Registration Statement, as to which no opinion need be given) comply as to form in all material respects with the requirements of the Securities Act. (xvii) The descriptions in each of the Commitment Prospectus and the compliance Prospectus, including any document incorporated by reference therein, of statutes, regulations, or legal or governmental proceedings, insofar as they purport to summarize certain of the provisions thereof, are accurate in all material respects and fairly present the information required to be presented by the Company with the provisions of this Agreement Securities Act and the consummation rules and regulations thereunder. (xviii) The Company is not an "investment company" or an "affiliated person" of, or "promoter" or "principal investor" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. (xix) The Shares have been approved for trading on the Nasdaq National Market. (xx) The statements (i) in each of the transactions contemplated herein will notCommitment Prospectus and the Prospectus under the captions"Risk Factors—We may not be able to maintain our domain name uniqueness"; "Risk Factors—Various legal rules and regulations related to privacy and the collection, dissemination and security of personal information may adversely affect our marketing efforts"; Risk Factors—We may be subject to liability for past sales and our future sales may decrease if we are required to collect sales and use tax on the products we sell"; "Risk Factors—Holders of common stock issued by us in prior offerings are entitled to rescind their purchases"; "Risk Factors—We may be subject to regulations governing the conduct and liability of auctioneers"; "Risk Factors—We are subject to regulations relating to consumer privacy"; "Risk Factors—New and existing regulations could harm our business"; "Business—Legal Proceedings"; "Business—Intellectual Property"; "Business—Governmental Regulation"; "Management"; "Certain relationships and related party transactions"; "Principal stockholders"; "Description of capital stock"; "Rescission offer"; "Shares eligible for future sale"; and "Underwriting" and (ii) in Item 14 and Item 15 of the Registration Statement, insofar as such statements constitute matters of law, summaries of legal matters, the Company's certificate of incorporation or bylaw provisions, documents, or legal proceedings, or legal conclusions, have been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein. In rendering such opinion, counsel may rely, to the best extent they deem such reliance proper, as to matters of fact upon certificates of officers of the Company and of government officials, provided that counsel shall state their belief that they and you are justified in relying thereon. Copies of all such certificates shall be furnished to you and your counsel on the Closing Date and the Additional Closing Date, as the case may be. In addition to the opinion set forth above, such counsel shall state that, during the course of such counsel’s knowledge 's participation in the preparation of the Registration Statement, the Commitment Prospectus, the Prospectus, and informationthe amendments and supplements thereto, result in and any material violation of any order applicable Issuer Free Writing Prospectus, nothing has come to the Company attention of any court such counsel that has caused such counsel to believe or governmental agency or body having jurisdiction over the Company or given such counsel reason to believe that any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and informationRegistration Statement, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information Commitment Prospectus, or the Prospectus or otherwise incorporated by reference any amendment or supplement thereto (except for the financial statements and other financial and accounting information contained therein or omitted therefrom as to which no opinion need be expressed), and any Issuer Free Writing Prospectus, at the date thereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that are any of the Registration Statement, the Commitment Prospectus, the Prospectus, and any Issuer Free Writing Prospectus, as of the date of the opinion (except as aforesaid), contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not so disclosedmisleading.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx X. XxxxxxxXxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. XxxxxxxJ. Xxxxxxx Xxxxxxxx-Pita, Executive Vice President—General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable On the First Closing Date, you shall have received the opinion, dated as of the First Closing TimeDate, of Xxxxxx Sxxxxxxxx X. XxxxxxxXxxxx, General Esq., Counsel of for the Company, in form and scope substance satisfactory to counsel for the Underwriters' Counsel, to the effect that: (i) To the best of such counsel’s knowledge The Company and information, the Company is its Subsidiary are duly qualified to do business as a domestic or foreign corporation to transact business corporations and is are in good standing in each jurisdiction all jurisdictions in the United States, if any, in which its the ownership or lease leasing of substantial their properties or the conduct of its their business requires such qualification, except where the failure so to so qualify would not have a material adverse effect on the condition, condition (financial or otherwise), or the earnings, operations, business affairs or business prospects of the Company and or its subsidiaries considered as one enterprise.Subsidiary; (ii) To The Registration Statement has become effective under the Act and, to the best knowledge of such counsel’s knowledge and information, each Significant Subsidiary no stop order suspending the effectiveness of the Company is duly qualified as a foreign corporationRegistration Statement has been issued, limited liability company and no proceedings for that purpose have been instituted or partnershipare pending or threatened under the Act; (iii) The Registration Statement and the Prospectus, and each amendment or supplement thereto (other than the financial statements, social data and supporting schedules included therein, as to which such counsel need express no opinion) as of the case may beEffective Date, complied as to transact business form in all material respects with the requirements of the Act and the Regulations; (iv) The terms and provisions of the capital stock of the Company, and all warrants and options issued by the Company and currently outstanding conform in all material respects to the description thereof contained in the Registration Statement and Prospectus; (v) The information in the Prospectus under the caption "Description of Securities," to the extent that it constitutes matters of law or legal conclusions, has been reviewed by such counsel and is correct; (vi) The description in good standing in each jurisdiction in which its ownership or lease the Registration Statement and the Prospectus of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify charter and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects bylaws of the Company and its subsidiaries considered as one enterprise.of statutes and contracts are accurate in all material respects and fairly present in all material respects the information required to be presented by the Act and the Regulations; (iiivii) To the best knowledge of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no agreements, contracts, indentures, mortgages, loan agreements, noteslicenses, leases or other instruments or documents of a character required to be described or referred to in the Registration Statement, the Time of Sale Information Statement or the Prospectus or to be filed as exhibits thereto other than those an exhibit to the Registration Statement that are not described or referred to therein or and filed or incorporated by reference as exhibits thereto required; (viii) The performance of this Agreement, the Warrant Agreement and the descriptions thereof Underwriters' Warrants and the consummation of the transactions contemplated thereby will not result in the breach or references thereto violation of any of the terms and provisions of the Company's Articles of Incorporation or By-laws, or to the best of such counsel's knowledge, result in the breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, bond,debenture, note agreement or other evidence of indebtedness, or any lease, license, contract or other agreement or instrument known to such counsel to which the Company or its Subsidiary are correctparties or by which any of their properties are bound, or to the best of such counsel's knowledge (other than performance of the Company's indemnification and contribution obligations under such agreements, concerning which no opinion need be expressed), any applicable statute, rule or regulation or, to its knowledge, any order, writ or decree of any court or governmental agency or body having jurisdiction over the Company or its Subsidiary or over any of their properties or operations; (ix) No authorization, approval or consent of any governmental authority or agency of the United States of America is necessary in connection with the consummation of the transactions contemplated by this Agreement, the Warrant Agreement and the Underwriters' Warrants, except such as have been obtained under the Act or such as may be required under state securities or Blue Sky laws in connection with the purchase and the distribution of the Securities by the Underwriters; (x) To the best knowledge of such counsel, there are no legal or governmental proceedings pending or threatened against the Company or its Subsidiary of a character which are required to be disclosed in the Registration Statement or the Prospectus by the Act or the Regulations, other than those described therein; (xi) To the best knowledge of such counsel, neither the Company nor its Subsidiary are presently in breach of, or in default under, any bond, debenture, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or its Subsidiary are a party or by which any of their properties are bound which is material to the financial condition, earnings, operations, business or business prospects of the Company or its Subsidiary; (xii) To the best knowledge of such counsel, there are no formal investigations presently being conducted by any United States securities exchange, or the securities exchange of any foreign country, the National Association of Securities Dealers, Inc., the United States Securities and Exchange Commission or the securities commission of any state of the United States or any foreign country, involving the conduct of the Company; (xiii) To the best knowledge of such counsel, except as set forth in the Registration Statement and Prospectus, no holders of Shares or other securities of the Company have registration rights with respect to securities of the Company and, except as set forth in the Registration Statement and Prospectus, all holders of securities of the Company having rights to registration of such Shares, or other securities, because of the filing of the Registration Statement by the Company have, with respect to the offering contemplated hereby, waived such rights or such rights have expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement, or have included securities in the Registration Statement pursuant to the exercise of such rights; and (xiv) The Consent to Jurisdiction clause of Section 16 of the Agreement is valid and binding upon the Company. (vxv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “the caption "Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in " as of the Prospectus), and dates stated therein; the shares of issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable and have not been issued in violation of any preemptive right, co-sale right, right of first refusal or other similar right; (xvi) The Shares and Warrants will be, upon issuance and delivery against payment therefor in accordance with the terms of this Agreement, duly authorized and validly issued and fully paid and nonassessable, and will not have been issued in violation of any preemptive right, registration right, co-sale right, right of first refusal or other similar right; (xvii) The Company has corporate power and authority to enter into this Agreement, the Warrant Agreement and the Underwriters' Warrants and to issue, sell and deliver the Shares and Warrants to the Underwriters; (xviii) The Agreement, the Warrant Agreement and the Underwriters' Warrants have been duly authorized by all necessary corporate action on the part of the Company and have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by you, are the valid and binding agreements of the Company, except insofar as the indemnification and contribution provisions of such agreements may be limited by public policy concerns, and except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or laws affecting creditors' rights generally or by general equitable principles; (xix) The Warrants and the Underwriters' Warrants have been duly and validly authorized and constitute valid and binding obligations of the Company in accordance with their terms; the Shares underlying the Warrants (including the Underwriters' Warrants) have been duly and validly authorized for issuance upon exercise of the Warrants, and when so issued will be validly issued, fully paid and non-assessable. (vi) The issue ; and sale no stockholder has any preemptive rights with respect to the Warrants or the underlying Shares; In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Securities Company, the Underwriters, Underwriters' Counsel and the compliance by independent public accountants of the Company with Company, at which conferences the provisions contents of this Agreement the Registration Statement and the consummation Prospectus and related matters were discussed, and although they have not independently checked or verified the accuracy, completeness or fairness of the transactions contemplated herein will notstatements contained in the Registration Statement or the Prospectus, nothing has come to the best attention of such counsel’s knowledge counsel that caused them to believe that, on the Effective Date the Registration Statement (except as to financial statements, financial data and informationsupporting schedules contained therein, result in as to which such counsel need express no opinion) contained any untrue statement of a material violation of any order applicable fact or omitted to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are state a material fact required to be disclosed in stated therein or necessary to make the Time of Sale Information statements therein not misleading, or at the Closing Dates, the Prospectus (except as aforesaid) contained any untrue statement of a material fact or otherwise incorporated by reference omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Counsel rendering the foregoing opinion may rely as to questions of fact upon representations or certificates of officers of the Company, and of governmental officials, in which case their opinion is explicitly to state they are so relying thereon and that are not they have no knowledge of any material misstatement or inaccuracy in such opinions, representations or certificate. Copies of any opinion, representation or certificate so disclosedrelied upon shall be delivered to you and to Underwriters' counsel.

Opinion of Company Counsel. The favorable opinionUnderwriter shall receive the opinion of Xxxxxx Xxxxxx LLP, counsel to the Company, dated as of each Closing TimeDate, of Xxxxxx X. Xxxxxxxaddressed to the Underwriter, General Counsel of the Companywith such knowledge qualifiers as is customary and reasonable, in form and scope satisfactory to counsel for the Underwriters, substantially to the effect that: (i) To if applicable, filing of all pricing information has been timely made in the best appropriate form under Rule 430A, and based solely upon the oral advice of the Staff of the Commission, the Registration Statement is effective under the Act and no stop order suspending the use of the Registration Statement or the Prospectus or any part of any thereof or suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to such counsel's knowledge, threatened or contemplated under the Act; (ii) each of the Registration Statement, the Prospectus and any amendments or supplements thereto (other than the financial statements and other financial and statistical date included therein as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and the Regulations. Such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, at which conferences the content of the Registration Statement and any amendments or supplements thereto were discussed, and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and any amendments or supplements thereto, on the basis of the foregoing, no facts have come to the attention of such counsel’s knowledge counsel which lead them to believe that either the Registration Statement or any amendment thereto, at the time such Registration Statement or amendment or supplement became effective or the Prospectus or amendment or supplement thereto as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and informationschedules and other financial and statistical data included in the Registration Statement or the Prospectus, and any amendments or supplements thereto); (iii) the Company is validly existing and in good corporate standing under the laws of its state of incorporation, has all requisite corporate power and authority necessary to own or hold its respective properties and conduct its business and is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction in which its the ownership or lease leasing of substantial its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be licensed would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Material Adverse Effect; (iv) To this Agreement has been duly and validly authorized, executed and delivered by the best Company, and is the valid and binding obligation of such counsel’s knowledge and informationthe Company, there are no contractsenforceable against it in accordance with its terms, indenturessubject to any applicable bankruptcy, mortgages, loan agreements, notes, leases insolvency or other instruments or documents required laws affecting the rights of creditors generally and to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct.general equitable principles; (v) The the Offered Shares have been duly authorized, and when issued and delivered to the Underwriter against payment therefor as provided by this Agreement, will have been validly issued and will be fully paid and non-assessable, and the issuance of the Offered Shares, to such counsel's knowledge, is not subject to any preemptive or similar rights; (vi) the authorized, and to such counsel's knowledge the issued and outstanding capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth in the Prospectus under “Capitalization” (except for subsequent issuancesProspectus. Except as set forth in this Agreement, if anythe Schedules hereto or as set forth in the Prospectus, pursuant to reservationscounsel's knowledge, there are no outstanding warrants, options, agreements, dividend reinvestment plans convertible securities, preemptive rights or employee other commitments pursuant to which the Company is, or director stock plans referred may become, obligated to in the Prospectus), and the issue any shares of its capital stock or other securities of the Company. To such counsel's knowledge, all of the other issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable.nonassessable, and to such counsel's knowledge have not been issued in violation of the preemptive rights of any securityholder of the Company. Nothing has come to such counsel's attention indicating that the Company's offers and sales of such securities were not either registered under the Securities Act or exempt from such registration requirements; (vivii) The issue other than as set forth in the Prospectus, neither the execution and sale of the Securities and the compliance by the Company with the provisions delivery of this Agreement and nor compliance with the terms hereof, nor the consummation of the transactions contemplated herein will notcontemplated, to nor the best issuance of such counsel’s knowledge and informationthe Offered Shares, has, nor will, conflict with, result in a breach of, or constitute a default under the Articles of Organization or By-laws of the Company, or any material violation contract, instrument or document known to such counsel and identified to us by the Company as material, to which the Company is a party, or by which it or any of its properties is bound or violate any applicable law, rule, regulation, judgment, order or decree known to counsel of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries properties or any of their properties.business; (viiviii) To other than as set forth in the best of such Prospectus, to counsel’s knowledge and information's knowledge, there are no legal claims, actions, suits, investigations or proceedings before or by any arbitrator, court, governmental proceedings authority or instrumentality pending or, to such counsel's knowledge, threatened against or threatened which are affecting the Company or involving the properties of the Company that might materially and adversely affect the business, properties or financial condition of the Company or that might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; (ix) the Company is not an "investment company" as defined in Section 3(a) of the Investment Company Act and, if the Company conducts its businesses as set forth in the Prospectus, will not become an "investment company" and will not be required to be disclosed registered under the Investment Company Act; (x) except as set forth in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein in this Agreement and the Schedules hereto, to counsel's knowledge, no person or entity has the right to require registration of shares of Common Stock or other securities of the Company because of the filing or effectiveness of the Registration Statement; and (xi) the Offered Shares are a "Covered Security" as defined in Section 18 of the Securities Act; provided, however, that are such counsel offers no opinion on any state "blue sky" laws, regulation or requirements, including, but not so disclosedlimited to state notice and filing requirements, state filing fees, state exemptions or federal or state requirements relating to broker-dealer or agent-salespersons.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, opinion of Xxxxxx X. Xxxxxxx, -------------------------- General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s 's knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s 's knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s 's knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus Statement or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s 's knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx X. XxxxxxxXxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwritersyour counsel, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have has been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable At the Closing Date, the Agents shall have received the opinion, addressed to the Agents and dated as of the Closing TimeDate, of Xxxxxx Xxxxxxx X. XxxxxxxXxxxx, Xx., General Counsel of the CompanyIKON, in form and scope substance satisfactory to counsel for the UnderwritersAgents and counsel, to the effect that: (i) To The Company has been duly incorporated and is validly existing and in good standing under the best laws of such counsel’s knowledge and informationits jurisdiction of incorporation, the Company is duly qualified to do business and in good standing as a foreign corporation to transact business and is in good standing in each jurisdiction all jurisdictions in which its ownership or lease of substantial properties or the conduct of its business businesses requires such qualification, qualification (except where the failure to so qualify would not have a material adverse effect on the conditionCompany), financial and has all power and authority necessary to own its properties and conduct the businesses in which it is engaged, as described in the Prospectus; (ii) Such counsel has no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or otherwiseomitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or the earningsProspectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, business affairs or business prospects in light of the Company and its subsidiaries considered circumstances under which they were made not misleading, it being understood that such counsel need express no opinion as one enterprise.to the financial statements or other financial information contained or incorporated therein or omitted therefrom, or the Form T-1 that is an exhibit to the Registration Statement; (iiiii) Such counsel does not know, after reasonable investigation, of any litigation or any governmental proceeding pending or threatened against the Company which would affect the subject matter of this Agreement or is required to be disclosed in the Prospectus which is not disclosed and correctly summarized therein; (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the sale of the Notes as contemplated by this Agreement and such other approvals (specified in such opinion) as have been obtained; (v) Such counsel does not know, after reasonable investigation, of any contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations, or which are required to be filed by the Exchange Act or the rules and regulations of the Commission thereunder as exhibits to any document incorporated by reference in the Prospectus, which have not been filed as exhibits to the Registration Statement or to such document or incorporated therein by reference as permitted by the Rules and Regulations or the rules and regulations of the Commission under the Exchange Act; (vi) To the best of such counsel’s knowledge and information's knowledge, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is not in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct violation of its business requires such qualificationcorporate charter or by-laws, or in default (except where the failure to so qualify and be in good standing such default would not have a material adverse effect on upon the conditionCompany) under any agreement, financial indenture or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.instrument; (iiivii) To the best The execution, delivery and performance of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statementthis Agreement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto 1996 Support Agreement and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuancesPurchase Agreements, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement the Notes and the consummation Indenture did not and will not conflict with, or result in the creation or imposition of any lien, charge or encumbrance upon any of the transactions contemplated herein will not, assets of the Company pursuant to the best terms of, or constitute a default under, any agreement, indenture or instrument known to such counsel, or result in a violation of the corporate charter or by-laws of the Company (as in effect on the date of such counsel’s knowledge and informationopinion) or any order, result rule or regulation (also as in any material violation effect on the date of any order applicable to the Company such opinion) of any court or governmental agency or body having jurisdiction over the Company or its properties; and no consent, authorization or order of, or filing or registration with, any court or governmental agency was or is required for the execution, delivery and performance by the Company of this Agreement, the 1996 Support Agreement and the Purchase Agreements, if any, except such as may be required by the Act, the Trust Indenture Act, the Exchange Act or state securities laws; (viii) The Indenture has been duly authorized by the Company, duly executed and delivered by the Company and the Trustee and duly qualified under the Trust Indenture Act and is a valid and legally binding obligation of the Company enforceable in accordance with its subsidiaries or any terms; (ix) The Notes are in a form contemplated by the Indenture and have been duly authorized by all necessary corporate action and, when the terms of the Notes and of their properties.issue and sale have been duly established in accordance with the Indenture and this Agreement so as not to violate any applicable law or agreement or instrument then binding on the Company, and when the Notes have been duly executed and authenticated as specified in the Indenture and delivered against payment therefor in accordance with this Agreement, the Notes will be legal, valid and binding obligations of the Company enforceable in accordance with their terms, and entitled to the benefits of the Indenture; (viix) The Notes and the Indenture conform to the statements concerning each of them in the Registration Statement and the Prospectus; (xi) Each of the 1996 Support Agreement, the Operating Agreement and the Maintenance Agreement has been duly authorized, executed and delivered by each of the Company and IKON and constitutes the valid and legally binding obligation of the Company and IKON in accordance with its terms; and (ii) such agreements conform to the descriptions thereof contained in each Prospectus; (xii) The Registration Statement has become effective under the Act and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission; (xiii) To the best knowledge of such counsel’s knowledge , after reasonable investigation, no order directed to any document incorporated by reference in the Prospectus has been issued and informationno challenge has been made to the accuracy or adequacy of any such document; and they have no reason to believe that any of such documents, there are no legal when they became effective or governmental proceedings pending were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or threatened which are omitted to state a material fact required to be disclosed stated therein or necessary to make the statements therein not misleading, and, in the Time case of Sale Information other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; (xiv) The Registration Statement and the Prospectus (except that no opinion need be expressed as to the financial statements and other financial data contained therein or otherwise the Form T-1 that is an exhibit thereto) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission under said Acts and the documents incorporated by reference therein in the Prospectus (except that no opinion need be expressed as to the financial statements and other financial data contained therein) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder; (xv) The statements made in the Prospectus under the captions "Description of Debt Securities" and "Description of Notes," insofar as they purport to summarize the provisions of documents or agreements specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; (xvi) The Company has the corporate power and authority necessary to execute and deliver this Agreement and to perform its obligations (including the sale and delivery of the Notes under this Agreement) hereunder; and this Agreement has been duly authorized, executed and delivered by the Company; (xvii) The Company is not required to register under the provisions of the Investment Company Act, and no action need be taken with respect to or under the Investment Company Act by reason of the issuance of the Notes by the Company; and (xviii) The description contained in the Prospectus under the heading "Certain United States Federal Income Tax Consequences" while not purporting to discuss all possible income tax ramifications of the proposed issuance, is correct in all material respects. The opinions set forth in paragraphs (viii), (ix) and (xi) above are not so disclosedsubject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Opinion of Company Counsel. The On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinionopinion of Olshxx Xxxnxxxx Xxxme & Rosexxxxxx XXX, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, dated the Closing Date (or the Option Closing Date, if any), addressed to the Representative and in form and scope substance satisfactory to counsel for Grauxxxx Xxxlxx & Xillxx, xxunsel to the UnderwritersRepresentative, to the effect that: (i) To the best The Company (which for purposes of such counsel’s knowledge this Section 4.2.1 shall mean Delicious Brands, Inc. ("DBI") and informationeach subsidiary (collectively, the Company "Subsidiaries") of DBI individually) has been duly organized and is validly existing as a corporation and in good standing under the laws of its state of organization and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership it owns or lease of substantial properties leases any real property or the conduct character of its business operations requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany. (ii) To The Company has all requisite corporate power and authority, and, to the best of such counsel’s knowledge 's knowledge, has all necessary authorizations, approvals, orders, licenses, certificates and informationpermits of and from all governmental or regulatory officials and bodies to own or lease its properties and conduct its business as described in the Prospectus, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may beand, to transact the best of such counsel's knowledge, is and has been doing business in compliance with all such authorizations, approvals, orders, licenses, certificates and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualificationpermits, except where the failure to so qualify and be in good standing obtain or to comply would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto DBI and the descriptions thereof or references thereto are correct. (v) The authorized, issued Subsidiaries taken as a whole. DBI has all corporate power and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant authority to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of enter into this Agreement and the consummation of Representative's Warrant and to carry out the transactions contemplated herein will notprovisions and conditions hereof and thereof, to the best of such counsel’s knowledge and informationall consents, result authorizations, approvals and orders required in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.connection

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx X. XxxxxxxXxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionAt each Closing, and dated as of Closing Timethe date thereof, Europa shall receive the opinion of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, Company substantially to the effect that: (i) To : The Company is a corporation validly existing and in good standing under the best laws of such counsel’s knowledge the State of Delaware has all requisite power and informationauthority to own or lease its properties, to carry on its business as currently conducted and as proposed to be conducted, to execute and deliver this Agreement and to carry out the Company transactions contemplated by this Agreement and is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each EUROPA SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxx 000 TELEPHONE (000)000-0000 PALM BEACH GARDENS, FLORIDA 33410 FACSIMILE (000) 000-0000 other jurisdiction to such counsel's knowledge, in which its the ownership or lease leasing of substantial its properties or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or licensed would not have a material adverse effect on the conditionbusiness, financial condition or otherwise, or the earnings, business affairs or business prospects of the Company Company; each of this Agreement, the Subscription Agreement, the other Offering Documents, the Investor Warrants and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge Financing Warrants has been duly and informationvalidly authorized, each Significant Subsidiary executed and delivered by the Company, and is the valid and binding obligation of the Company is duly qualified as a foreign corporationCompany, limited liability company enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency or partnership, as other laws affecting the case may be, rights of creditors generally and to transact business general equitable principles and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or except that the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects enforcement of the Company indemnification and its subsidiaries considered as one enterprise. (iii) To contribution provisions thereof may be limited or denied based on federal or applicable state securities laws and public policies underlying such laws; the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding authorized capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth in the Prospectus under “Capitalization” (except Offering Documents. Except for subsequent issuancesthe Investor Warrants and Financing Warrants, if anythere are no outstanding warrants, pursuant to reservationsoptions, agreements, dividend reinvestment plans convertible securities, preemptive rights to subscribe for or employee other commitments pursuant to which the Company is, or director may become, obligated to issue any shares of its capital stock plans referred to or other securities of the Company other than as disclosed in the Prospectus), and Offering Documents. All of the shares of issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable and have not been issued in violation of the preemptive rights of any security holder of the Company under Delaware law. The Shares and any Over-subscription Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Subscription Agreement and this Agreement, respectively, these shares of Stock will be validly issued, fully paid and non-assessable. (vi) , and no personal liability will attach to the ownership thereof and such stock will not be issued in violation of or subject to any preemptive or other similar rights. The issue Reserved Shares have been duly reserved for issuance, and when issued in accordance with the terms of the Investor Warrants and Agent's Warrants, will be validly issued, fully paid and non-assessable and such Reserved Shares will not be issued in violation of or subject to any preemptive or any other similar rights and no personal liability will attach to the ownership thereof. The Securities conform in all material respects to all statements relating thereto contained in the Offering Documents; the issuance and sale of the Securities is exempt from registration under the Securities Act and the compliance Regulations pursuant to Regulation D promulgated under the Securities Act subject to the following assumptions: Other than the Company, no party to the transaction contemplated by this EUROPA SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxx 000 TELEPHONE (000)000-0000 PALM BEACH GARDENS, FLORIDA 33410 FACSIMILE (000) 000-0000 Agreement, the Subscription Agreement and the Questionnaire executed by each Subscriber (the "Subscription Documents"), or any documents relating thereto, is subject to any statute, rule or regulation, or to any impediment to which contracting parties are generally not subject, that requires the Company or such party to obtain the consent of, or to make a declaration or filing with, any governmental authority. All terms, provisions and conditions of, or relating to, the offer and sale of the Securities are correctly and completely reflected in the Private Placement Memorandum which such counsel has no reason to doubt as of the date of the Private Placement Memorandum. All offers and sales of the Securities have been or will be made in a manner complying with the provisions terms of the Private Placement Memorandum and all applicable state securities laws and similar laws. Without limiting the generality of the preceding sentence, counsel shall assume (i) the accuracy of the factual representations and warranties of the Company and Europa contained in this Agreement and the full and complete performance of all covenants of the Company and Europa as set forth in this Agreement, (ii) that offers and sales of the Securities have been made only to "accredited investors," as that term is defined under the Securities Act; and (iii) the accuracy and completeness of the representations and warranties and information provided by the Subscribers in the Subscription Documents. Neither the Company, Europa, nor any person or entity acting on behalf of the Company or Affiliated, has offered or sold the Securities by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) electronic mail transmitted over the Internet. The Subscribers are not "underwriters" within the meaning of Section 2(11) of the Securities Act. A Notice of Sales of Securities Pursuant to Regulation D or Section 4(6) ("Form D"), including any required amendments to such Form D, has been or will be filed with the Commission in accordance with the requirements of Rule 503 of Regulation D. Neither the execution and delivery of this Agreement, nor compliance with the terms hereof, nor the consummation of the transactions contemplated herein will notcontemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or Bylaws of the Company, or, to the best knowledge of such counsel’s knowledge and information, result in any material violation EUROPA SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxx 000 TELEPHONE (000)000-0000 PALM BEACH GARDENS, FLORIDA 33410 FACSIMILE (000) 000-0000 contract, instrument or document to which the Company is a party, or by which it or any of its properties is bound, or violate any applicable law, rule, regulation, judgment, order or decree of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries properties or any business which breach, default or violation could have a material adverse effect on the business, financial condition or prospects of their properties. (vii) the Company; To the best of such counsel’s knowledge and information's knowledge, there are no legal claims, actions, suits, investigations or proceedings (formal or informal) before or by any arbitrator, court, governmental proceedings authority or instrumentality, pending or threatened threatened, against or affecting the Company or involving the properties of the Company which are might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in or contemplated by the Offering Documents; and to counsel's knowledge, the Company is not in violation or default with respect to any law, rule, regulation, judgment, order or decree which might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; nor is the Company required to take any action in order to avoid any violation or default; and Such counsel has participated in meetings and discussions in connection with the preparation of any Private Placement Memorandum, Subscription Agreement, and other Offering Documents and in the course of such review and discussions, no facts have come to the attention of such counsel to cause counsel to have reason to believe that the Subscription Agreement and other Offering Documents, as of their respective dates and taken together, on the Closing Date, contained any untrue statement of a material fact required to be disclosed stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Time of Sale Information or circumstances under which they were made, not misleading (except for the Prospectus or otherwise incorporated by reference therein that are not so disclosedFinancial Statements, notes thereto and other financial information and statistical data contained therein, as to which such counsel need express no opinion).

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwritersyour counsel, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under line items “CapitalizationPreferred Stock” and “Common Stock” set forth in the consolidated balance sheet as of June 30, 2007 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwritersyour counsel, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under line items “CapitalizationPreferred Stock” and “Common Stock” set forth in the consolidated balance sheet as of December 31, 2007 contained in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2007 (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionAt each Closing, and dated as of Closing Timethe date thereof, the Placement Agent shall receive the opinion of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, Company substantially to the effect that: (iA) To the best of such counsel’s knowledge and information, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California, has all requisite power and authority to own or lease its properties, to carry on its business as currently conducted and as proposed to be conducted, to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement and is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction to such counsel’s knowledge, in which its the ownership or lease leasing of substantial its properties or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or licensed would not have a material adverse effect on the conditionbusiness, financial condition or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Company; (iiB) To each of this Agreement, the best of such counselSubscription Agreement, the other Offering Documents and the Agent’s knowledge Warrants has been duly and informationvalidly authorized, each Significant Subsidiary executed and delivered by the Company, and is the valid and binding obligation of the Company is duly qualified as a foreign corporationCompany, limited liability company enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency or partnership, as other laws affecting the case may be, rights of creditors generally and to transact business general equitable principles and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or except that the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects enforcement of the Company indemnification and its subsidiaries considered as one enterprise.contribution provisions thereof may be limited or denied based on federal or applicable state securities laws and public policies underlying such laws; (iiiC) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding authorized capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth in the Prospectus under “Capitalization” (except Offering Documents. Except for subsequent issuancesthe Agent’s Warrants, if anythere are no outstanding warrants, pursuant to reservationsoptions, agreements, dividend reinvestment plans convertible securities, preemptive rights to subscribe for or employee other commitments pursuant to which the Company is, or director may become, obligated to issue any shares of its capital stock plans referred to or other securities of the Company other than as set forth in the Prospectus), and Offering Documents. All of the shares of issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable.assessable and have not been issued in violation of the preemptive rights of any security holder of the Company under California law. The Shares and the Advisory Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Subscription Agreement and this Agreement, respectively, the Common Stock will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof and such stock will not be issued in violation of or subject to any preemptive or other similar rights. The Reserved Shares have been duly reserved for issuance, and when issued in accordance with the terms of the Agent’s Warrants, will be validly issued, fully paid and non-assessable and such Reserved Shares will not be issued in violation of or subject to any preemptive or any other similar rights and no personal liability will attach to the ownership thereof. The Shares and the Advisory Shares conform in all material respects to all statements relating thereto contained in the Offering Documents; (viD) The issue the issuance and sale of the Shares is exempt from registration under the Securities Act and the compliance Regulations pursuant to Regulation D promulgated under the Securities Act subject to the following assumptions: (I) Other than the Company, no party to the transaction contemplated by this Agreement, the Subscription Agreement and Questionnaire executed by each Subscriber (the “Subscription Documents”), or any documents relating thereto, is subject to any statute, rule or regulation, or to any impediment to which contracting parties are generally not subject, that requires the Company or such party to obtain the consent of, or to make a declaration or filing with, any governmental authority. (II) All terms, provisions and conditions of, or relating to, the offer and sale of the Shares are correctly and completely reflected in the Private Placement Memorandum which such counsel has no reason to doubt as of the date of the Private Placement Memorandum . (III) All offers and sales of the Shares have been or will be made in a manner complying with the provisions terms of the Private Placement Memorandum and all applicable state securities laws and similar laws. Without limiting the generality of the preceding sentence, counsel shall assume (i) the accuracy of the factual representations and warranties of the Company and the Placement Agent contained in this Agreement and the full and complete performance of all covenants of the Company and the Placement Agent as set forth in this Agreement, (ii) that offers and sales of the Shares have been made only to “accredited investors,” as that term is defined under the Securities Act; and (iii) the accuracy and completeness of the representations and warranties and information provided by the Subscribers in the Subscription Documents. (IV) Neither the Company, the Placement Agent nor any person or entity acting on the Company’s behalf has offered or sold the Shares by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) electronic mail transmitted over the Internet. (V) The Subscribers are not “underwriters” within the meaning of Section 2(11) of the Securities Act. (VI) A Notice of Sales of Securities Pursuant to Regulation D or Section 4(6) (“Form D”), including any required amendments to such Form D, has been or will be filed with the U.S. Securities and Exchange Commission in accordance with the requirements of Rule 503 of Regulation D. (E) neither the execution and delivery of this Agreement, nor compliance with the terms hereof, nor the consummation of the transactions contemplated herein will notcontemplated, to the best of such counsel’s knowledge and informationhas, nor will, conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or By-laws of the Company, or any material violation contract, instrument or document to which the Company is a party, or by which it or any of its properties is bound, or violate any applicable law, rule, regulation, judgment, order or decree of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries properties or any business which breach, default or violation could have a material adverse effect on the business, financial condition or prospects of their properties.the Company; (viiF) To to the best of such counsel’s knowledge and informationknowledge, there are no legal claims, actions, suits, investigations or proceedings (formal or informal) before or by any arbitrator, court, governmental proceedings authority or instrumentality pending or threatened against or affecting the Company or involving the properties of the Company which are might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in or contemplated by the Offering Documents; and to the best of counsel’s knowledge, the Company is not in violation or default with respect to any law, rule, regulation, judgment, order or decree which might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; nor is the Company required to take any action in order to avoid any violation or default; and (G) such counsel has participated in meetings and discussions in connection with the preparation of the Private Placement Memorandum, Subscription Agreement, and other Offering Documents and after due inquiry the course of such review and discussions, no facts have come the attention of such counsel to cause them to have reason to believe that the Private Placement Memorandum, Subscription Agreement and other Offering Documents, as of their respective dates and taken together, on the Closing Date, contained any untrue statement of a material fact required to be disclosed stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Time of Sale Information or circumstances under which they were made, not misleading (except for the Prospectus or otherwise incorporated by reference therein that are not so disclosedFinancial Statements, notes thereto and other financial information and statistical data contained therein, as to which such counsel need express no opinion).

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Jxxxx X. XxxxxxxXxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionopinion of the Company's In-House Legal Counsel, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Companysuch Commencement Date, in form and scope substance satisfactory to counsel for the Underwritersyou, to the effect that: (iA) To The Company has been duly incorporated and is validly existing under the best laws of such counsel’s knowledge and information, the State of Delaware. (B) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction the jurisdictions in which its ownership or lease of substantial properties or the conduct of its business or the ownership of its property requires such qualification. (C) The Indenture has been duly authorized, except where executed and delivered by the failure to so qualify would not have Company, is a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects valid and binding agreement of the Company and its subsidiaries considered as one enterprisehas been qualified under the 1939 Act. (iiD) To the best of such counsel’s knowledge The Notes have been duly authorized and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business will be valid and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects binding obligations of the Company and its subsidiaries considered as one enterprisewill be entitled to the benefits of the Indenture. (iiiE) To This Agreement has been duly authorized, executed and delivered by the best Company and is a valid and binding agreement of the Company, except as rights to indemnity hereunder may be limited under applicable law. (F) Neither the execution and delivery of this Agreement nor the issuance and sale of the Notes by the Company as provided herein will contravene the certificate of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement or instrument known to such counsel’s knowledge and information, no material default exists in the due performance or observance counsel by which the Company or any of its subsidiaries is bound or, any judgment, order or decree of any obligationgovernmental body, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries or any of their propertiessubsidiaries. (viiG) To The statements contained in the Registration Statement and Prospectus Supplements under the captions "Certain Terms of the Notes" and "The GE Interest Plus Notes", respectively, and "Plan of Distribution" fairly present the matters referred to therein. (H) Each document incorporated by reference in the Prospectus Supplements which were filed pursuant to the 1934 Act (except for the financial statements included therein, as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the 1934 Act and the applicable rules and regulations of the Commission thereunder. (I) The Registration Statement is effective under the 1933 Act and, to the best of such counsel’s knowledge and information's knowledge, there are no legal stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or governmental proceedings pending therefor initiated or threatened by the Commission. (J) The Registration Statement and the Prospectus Supplements and any supplements and amendments thereto comply as to form in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder. (K) Such counsel believes that (except for the financial statements included therein, as to which are counsel need not express any belief) each part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the commission subsequent to such date, at the time of the most recent such filing, did not contain an untrue statement of a material fact or omit to state a material fact required to be disclosed stated therein or necessary to make the statements therein not misleading, and the Prospectus Supplements, as of the Commencement Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the Time light of Sale Information or the Prospectus or otherwise incorporated by reference therein that are circumstances under which they were made, not so disclosedmisleading.

Opinion of Company Counsel. The favorable opinionopinion of Xxxxx Xxx -------------------------- Xxxxxxx Xxxxxxx & Xxxx, dated as of Closing TimePLLC, of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To The Company has been duly organized and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland, with trust power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus and to enter into this Agreement and to consummate the transactions contemplated in the Prospectus; and at the time of filing the Registration Statement and at the time of the filing of any post-effective amendment to the Registration Statement (including the filing of the Annual Report on Form 10-K) the conditions for use of a registration statement on Form S-3 were satisfied. (ii) The Company is duly qualified to transact business in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not result in a Material Adverse Effect. (iii) Each Subsidiary has been duly organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its organization and has corporate or partnership power and authority, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Prospectus. Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and, to the best of the knowledge of such counsel’s knowledge , are owned by the Company, directly or through subsidiaries, free and informationclear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. To such counsel's knowledge, none of the outstanding shares of capital stock of any Subsidiary was issued in violation of preemptive or other similar rights of any security holder of such Subsidiary (iv) Each Subsidiary of the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of substantial properties property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify or be in good standing would not have result in a material adverse effect on Material Adverse Effect. (v) All of the condition, financial or otherwise, or the earnings, business affairs or business prospects issued and outstanding shares of beneficial interest of the Company have been duly authorized and its subsidiaries considered as one enterprisevalidly issued by the Company and are fully paid and non- assessable, and none of such shares of beneficial interest was issued in violation of preemptive or other similar rights of any security holder of the Company arising by operation of law or, to such counsel's knowledge, otherwise. (iivi) To This Agreement has been duly authorized, executed and delivered by the best Company. (vii) The Indenture has been duly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally, (B) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), (C) requirements that a claim with respect to any debt securities issued under the Indenture that are payable in a foreign currency or composite currency (or a foreign or composite currency judgment in respect of such counsel’s knowledge claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (D) governmental authority to limit, delay or prohibit the making of payments outside the United States. (viii) The Notes have been duly authorized by the Company for offer, sale, issuance and informationdelivery pursuant to this Agreement and, each Significant Subsidiary when issued, authenticated and delivered in the manner provided for in the Indenture and delivered against payment of the consideration therefor, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally, (B) general equitable principles (regardless of whether enforcement is duly qualified as considered in a proceeding in equity or at law), (C) requirements that a claim with respect to any Notes payable in a foreign corporationcurrency or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (D) governmental authority to limit, limited liability company delay or partnershipprohibit the making of payments outside the United States; and the Notes, in the forms certified on the date hereof, are in the form contemplated by, and each registered holder thereof is entitled to the benefits of, the Indenture. (ix) The Indenture and the Notes, in the forms certified on the date hereof, conform in all material respects to the statements relating thereto contained in the Prospectus and are in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseRegistration Statement. (iiix) The statements in the Prospectus under "Description of Debt Securities," "Description of the Notes" and "United States Federal Income Taxation" and in the Registration Statement under Item 15, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries and fairly and correctly present the information called for with respect to such documents and matters in all material respects. (xi) To the best of such counsel’s knowledge and information's knowledge, no material default exists in the due performance or observance by neither the Company or nor any of its subsidiaries is in violation of any obligationits declaration of trust, partnership agreement, covenant or condition contained in any contractcharter, indenture, mortgage, loan agreement, note, lease by-laws or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseorganizational document. (ivxii) To the best Such counsel does not know of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments any contracts or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference in the Registration Statement or described in the Registration Statement or the Prospectus that are not so filed, incorporated by reference or described as exhibits thereto required, and such contracts and documents as are summarized in the descriptions thereof Registration Statement or references thereto the Prospectus are correctfairly summarized in all material respects (except that such counsel need express no opinion as to the financial statements, schedules and other financial information included or incorporated by reference therein). (vxiii) The authorizedexecution, delivery and performance of this Agreement, the Indenture and the Notes and any other agreement or instrument entered into or issued and outstanding capital stock or to be entered into or issued by the Company in connection with the transactions contemplated in the Prospectus, the consummation of the Company is as set forth transactions contemplated in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in including the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue issuance and sale of the Securities Notes and the use of the proceeds therefrom as described in the Prospectus) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by the provisions Company and do not constitute a breach of this Agreement and the consummation any of the transactions contemplated herein will notterms or provisions of, or constitute a material default under, (a) the declaration of trust, partnership agreement, charter, by-laws, or other organizational document of the Company or any of its subsidiaries, (b) certain specified agreements that are set forth on a schedule to such opinion to which the best of such counsel’s knowledge and informationCompany is a party, result in any material violation of (c) any order applicable known to the Company such counsel of any court or governmental government agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (viixiv) To the best Such counsel knows of such counsel’s knowledge and information, there are no material legal or governmental proceedings pending or threatened against the Company. (xv) No approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body is necessary in connection with the performance by the Company of its obligations under this Agreement, the Indenture or the Notes or the consummation of the transactions contemplated in the Prospectus (other than as may be required by state securities or Blue Sky laws, as to which such counsel need express no opinion) except such as have been obtained or made. (xvi) The investments of the Company described in the Prospectus are required permitted investments under its declaration of trust. (xvii) The Company has qualified to be disclosed taxed as a real estate investment trust pursuant to Sections 856-860 of the Internal Revenue Code, as amended, for the fiscal years ended December 31, 1995 through December 31, 1999, and the Company's present method of operation and its assets and contemplated income are such that the Company is in a position under present law to so qualify for the fiscal year ended December 31, 2000, and under the present law the federal income tax treatment of the Company will be as set forth in the Time Prospectus under the heading "Description of Sale Information or Shares." (xviii) The Indenture has been duly qualified under the 1939 Act. (xix) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been initiated or otherwise are pending or threatened by the Commission. (xx) The Registration Statement and the Prospectus, excluding the documents incorporated by reference therein, and each amendment or supplement to the Registration Statement and Prospectus, excluding the documents incorporated by reference therein, as of their respective effective or issue dates (other than the financial statements and supporting schedules included therein that are or omitted therefrom and the Trustee's Statement of Eligibility on Form T-1 (the "Form T-1"), as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. (xxi) Each document filed pursuant to the 1934 Act and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with the 1934 Act and the 1934 Act Regulations. (xxii) The Notes, in the forms certified on the date hereof, will be excluded or exempted under, or beyond the purview of, the Commodity Exchange Act. (xxiii) The Company is not, and upon the issuance and sale of the Notes and the application of the net proceeds therefrom as described in the Prospectus will not so disclosedbe, an "investment company" within the meaning of the 1940 Act.

Opinion of Company Counsel. The favorable opinionAt each Closing, and dated as of Closing Timethe date thereof, Europa shall receive the opinion of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, Company substantially to the effect that: (i) To : The Company is a corporation validly existing and in good standing under the best laws of such counsel’s knowledge the State of Delaware has all requisite power and informationauthority to own or lease its properties, to carry on its business as currently conducted and as proposed to be conducted, to execute and deliver this Agreement and to carry out the Company transactions contemplated by this Agreement and is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction to such counsel's knowledge, in which its the ownership or lease leasing of substantial its properties or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or licensed would not have a material adverse effect on the conditionbusiness, financial condition or otherwise, or the earnings, business affairs or business prospects of the Company Company; each of this Agreement, the Subscription Agreement, the other Offering Documents, the Investor Warrants and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge Financing Warrants has been duly and informationvalidly authorized, each Significant Subsidiary executed and delivered by the Company, and is the valid and binding obligation of the Company is duly qualified as a foreign corporationCompany, limited liability company enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency or partnership, as other laws affecting the case may be, rights of creditors generally and to transact business general equitable principles and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or except that the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects enforcement of the Company indemnification and its subsidiaries considered as one enterprise. (iii) To contribution provisions thereof may be limited or denied based on federal or applicable state securities laws and public policies underlying such laws; the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding authorized capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth in the Prospectus under “Capitalization” (except Offering Documents. Except for subsequent issuancesthe Investor Warrants and Financing Warrants, if anythere are no outstanding warrants, pursuant to reservationsoptions, agreements, dividend reinvestment plans convertible securities, preemptive rights to subscribe for or employee other commitments pursuant to which the Company is, or director may become, obligated to issue any shares of its capital stock plans referred to or other securities of the Company other than as disclosed in the Prospectus), and Offering Documents. All of the shares of issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable and have not been issued in violation of the preemptive rights of any security holder of the Company under Delaware law. The Shares and any Over-subscription Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Subscription Agreement and this Agreement, respectively, these shares of Stock will be validly issued, fully paid and non-assessable. (vi) , and no personal liability will attach to the ownership thereof and such stock will not be issued in violation of or subject to any preemptive or other similar rights. The issue Reserved Shares have been duly reserved for issuance, and when issued in accordance with the terms of the Investor Warrants and Agent's Warrants, will be validly issued, fully paid and non-assessable and such Reserved Shares will not be issued in violation of or subject to any preemptive or any other similar rights and no personal liability will attach to the ownership thereof. The Securities conform in all material respects to all statements relating thereto contained in the Offering Documents; the issuance and sale of the Securities is exempt from registration under the Securities Act and the compliance Regulations pursuant to Regulation D promulgated under the Securities Act subject to the following assumptions: Other than the Company, no party to the transaction contemplated by this Agreement, the Subscription Agreement and the Questionnaire executed by each Subscriber (the "Subscription Documents"), or any documents relating thereto, is subject to any statute, rule or regulation, or to any impediment to which contracting parties are generally not subject, that requires the Company or such party to obtain the consent of, or to make a declaration or filing with, any governmental authority. All terms, provisions and conditions of, or relating to, the offer and sale of the Securities are correctly and completely reflected in the Private Placement Memorandum which such counsel has no reason to doubt as of the date of the Private Placement Memorandum. All offers and sales of the Securities have been or will be made in a manner complying with the provisions terms of the Private Placement Memorandum and all applicable state securities laws and similar laws. Without limiting the generality of the preceding sentence, counsel shall assume (i) the accuracy of the factual representations and warranties of the Company and Europa contained in this Agreement and the full and complete performance of all covenants of the Company and Europa as set forth in this Agreement, (ii) that offers and sales of the Securities have been made only to "accredited investors," as that term is defined under the Securities Act; and (iii) the accuracy and completeness of the representations and warranties and information provided by the Subscribers in the Subscription Documents. Neither the Company, Europa, nor any person or entity acting on behalf of the Company or Affiliated, has offered or sold the Securities by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) electronic mail transmitted over the Internet. The Subscribers are not "underwriters" within the meaning of Section 2(11) of the Securities Act. A Notice of Sales of Securities Pursuant to Regulation D or Section 4(6) ("Form D"), including any required amendments to such Form D, has been or will be filed with the Commission in accordance with the requirements of Rule 503 of Regulation D. Neither the execution and delivery of this Agreement, nor compliance with the terms hereof, nor the consummation of the transactions contemplated herein will notcontemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or Bylaws of the Company, or, to the best knowledge of such counsel’s knowledge and information, result in any material violation contract, instrument or document to which the Company is a party, or by which it or any of its properties is bound, or violate any applicable law, rule, regulation, judgment, order or decree of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries properties or any business which breach, default or violation could have a material adverse effect on the business, financial condition or prospects of their properties. (vii) the Company; To the best of such counsel’s knowledge and information's knowledge, there are no legal claims, actions, suits, investigations or proceedings (formal or informal) before or by any arbitrator, court, governmental proceedings authority or instrumentality, pending or threatened threatened, against or affecting the Company or involving the properties of the Company which are might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in or contemplated by the Offering Documents; and to counsel's knowledge, the Company is not in violation or default with respect to any law, rule, regulation, judgment, order or decree which might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; nor is the Company required to take any action in order to avoid any violation or default; and Such counsel has participated in meetings and discussions in connection with the preparation of any Private Placement Memorandum, Subscription Agreement, and other Offering Documents and in the course of such review and discussions, no facts have come to the attention of such counsel to cause counsel to have reason to believe that the Subscription Agreement and other Offering Documents, as of their respective dates and taken together, on the Closing Date, contained any untrue statement of a material fact required to be disclosed stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Time of Sale Information or circumstances under which they were made, not misleading (except for the Prospectus or otherwise incorporated by reference therein that are not so disclosedFinancial Statements, notes thereto and other financial information and statistical data contained therein, as to which such counsel need express no opinion).

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwritersyour counsel, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under line items “CapitalizationPreferred Stock” and “Common Stock” set forth in the consolidated balance sheet as of September 30, 2006 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The On each of the Effective Date, Closing Date and the Option Closing Date, if any, the Underwriters shall have received the favorable opinionopinion of Xxxxx & XxXxxxxx, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters and in form and scope substance reasonably satisfactory to Atlas Xxxxxxxx, counsel for to the Underwriters, to the effect that: (i) To The Company is a corporation validly existing and in good standing under the best laws of such counsel’s knowledge and information, the State of Florida. The Company is duly qualified and in good standing in as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership it owns or lease of substantial properties leases any real property or the conduct character of its business operations requires such qualificationqualification or licensing, except where the failure to so qualify would does not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseMaterial Adverse Effect. (ii) To The Company has all corporate power and authority to enter into this Agreement and the best of such counsel’s knowledge Underwriters' Purchase Option and informationto carry out its obligations hereunder and thereunder. No consents, each Significant Subsidiary of approvals, authorizations or orders of, and no filings with, any court or governmental agency or body, are required for the Company is duly qualified to execute, deliver and perform its obligations under this Agreement, or to authorize, issue, sell and deliver the Shares, and to consummate the transactions and agreements contemplated by this Agreement or the Underwriters' Purchase Option, except for those authorizations, approvals, consents, orders and filings as a foreign corporationhave been made or obtained and are in full force and effect and except for such authorizations, limited liability company approvals, consents, orders and filings under the Act and the Blue Sky laws of any state or partnershipjurisdiction in the United States in which the Shares may be offered, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisewe express no opinion. (iii) To the best All issued and outstanding shares of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects Common Stock of the Company have been duly authorized and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge validly issued and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto fully paid and the descriptions thereof or references thereto are correct. (v) non-assessable. The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus)column titled "Actual" under the caption "Capitalization" as of the date stated therein. To such counsel's knowledge, and all of the shares of issued and outstanding shares of Common Stock were issued pursuant to an exemption from the registration requirements of the Securities Act and Preferred the rules and regulations promulgated thereunder. The holder of all of the outstanding Company Common Stock is not subject to personal liability under the Articles of Incorporation or Bylaws of the Company or the Business Corporation Act of the State of Florida solely by reason of being such a holder. None of the issued and outstanding shares of Common Stock were issued in violation of statutory preemptive rights of any holders of such securities of the Company or, to such counsel's knowledge, were issued in violation of similar contractual rights granted by the Company. All of the issued and outstanding options and warrants to purchase shares of Common Stock were validly authorized by the Board of Directors and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (iv) The Shares have been duly authorized for issuance and validly sale by the Company by all requisite corporate action by the Company. When issued and are delivered by the Company in accordance with the terms of this Agreement, against payment of the consideration set forth herein, the Shares will be fully paid and non-assessable. (vi) . The issue and sale holders of the Securities and Shares will not be subject to personal liability under the compliance by Articles of Incorporation or Bylaws of the Company with or the provisions of this Agreement and the consummation Business Corporation Act of the transactions contemplated herein State of Florida solely by reason of being such holders. The Shares are not and will notnot be subject to the preemptive rights of any holders of any security of the Company or, to the best of such counsel’s 's knowledge after due inquiry, similar contractual rights granted by the Company. The forms of certificates used to evidence the Common Stock and information, result in any material violation Underwriters' Purchase Option comply with the applicable requirements of any order applicable to the Articles of Incorporation and Bylaws of the Company and the Business Corporation Act of any court or governmental agency or body having jurisdiction over the Company or any State of its subsidiaries or any of their propertiesFlorida. (viiv) To the best of such counsel’s knowledge 's knowledge, after due inquiry, except as fully disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or other securities of the Company exercisable for or convertible or exchangeable into securities of the Company (i) have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement filed by the Company, or (ii) have rights to have the exercise or conversion prices of their securities lowered and/or the number of securities that they may purchase increased as a result of the issuance by the Company of securities for a price less than such exercise or conversion price. (vi) The Public Shares and informationUnderwriters Shares have been approved for listing on the American Stock Exchange. (vii) This Agreement and the Underwriters' Purchase Option have each been duly and validly authorized and, when executed and delivered by the Company, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to, in each case: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity, (ii) the fact that the indemnification and contribution provisions set forth in this Agreement and the Underwriters' Purchase Option may be limited under federal and applicable state securities laws and by public policy, and (iii) the fact that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (viii) The execution, delivery and performance by the Company of this Agreement and the Underwriters' Purchase Option, the issuance and sale of the Shares, the performance by the Company of its obligations hereunder and thereunder (other than the performance by the Company of its obligations under the indemnification and contribution provisions of this Agreement and the Underwriters' Purchase Option, as to which no opinion need be rendered), do not and will not, (a) result in any violation of the provisions of the Articles of Incorporation or the Bylaws of the Company, (b) to such counsel's knowledge, will not constitute a breach of, or a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any material contracts, agreements, instruments, leases or licenses filed by the Company or incorporated by reference as exhibits to the Registration Statement, or (c) to such counsel's knowledge, will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company (other than the Blue Sky or securities laws or regulations of the various states, as to which counsel need not express any opinion). (ix) The Registration Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements and supporting schedules included therein, or the financial statements and supporting schedules included in exhibits to or excluded from the Registration Statement, as to which no opinion need be rendered) comply as to form in all material respects with the applicable requirements of the Act and Regulations. The disclosure in the Prospectus has been reviewed by such counsel, and insofar as such disclosure constitutes matters of law, summaries of legal matters, summaries of the Company's Articles of Incorporation or of Bylaw provisions, or legal conclusions, such statements have been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein and are correct in all material respects. To such counsel's knowledge, there are no legal contracts or governmental proceedings pending or threatened documents to which are the Company is a party required to be disclosed described in the Time of Sale Information Registration Statement or the Prospectus or otherwise incorporated by reference therein to be filed as exhibits to the Registration Statement pursuant to the Act or the Regulations that are not so discloseddescribed or filed as required and there is no statute or regulation or legal or governmental proceeding required to be described in the Regulation Statement and Prospectus that is not so described as required. (x) The Registration Statement is effective under the Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Act by the Commission. (xi) The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory officials and bodies to own or lease its properties and conduct its business as described in the Registration Statement and Prospectus, except to the extent that the lack of such authorizations, approvals, orders, licenses, certificates and permits would, singularly or in the aggregate, not have a Material, Adverse Effect on the Company. To the best of such counsel's knowledge, the Company is, and has been, conducting its activities in material compliance with all such authorizations, approvals, orders, licenses, certificates and permits, and with all federal, state and local laws and regulations. The Company is not in violation of its Articles of Incorporation or Bylaws. To such counsel's knowledge, the Company is not (i) in violation of or any law, rule, regulation, judgment, administrative regulation or administrative or court decree applicable to the Company, or (ii) except as described in the Prospectus, in default in the performance or observance of any obligation, agreement, covenant or condition contain in any material contracts, agreements, instruments, leases and licenses to which the Company is a party or by which the Company or any of its properties or assets may be bound, except in each such case for such violations or defaults as would not, singly or in the aggregate, result in a Material Adverse Effect. (xii) To the best of such counsel's knowledge, after due inquiry, except as set forth in the Prospectus, there is no action, suit or proceeding pending or threatened against the Company that might reasonably be expected to have a Material Adverse Effect on the Company. (xiii) To the best of such counsel's knowledge, after due inquiry, the Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties, other than as described in the Registration Statement and Prospectus, the requisite licenses or other rights to use all patents, licenses, intangibles and other rights necessary to conduct its business (including, without limitation, any such licenses or rights described in the Registration Statement and Prospectus as being licensed to or owned or possessed by the Company), and there is no claim or action by any person pertaining to, or preceding, pending or to the best of such counsel's knowledge after due inquiry threatened, which challenges the exclusive rights of the Company with respect to any Intangibles used in the conduct of its business (including without limitation any such licenses or rights described in the Registration Statement and Prospectus as being owned or possessed by the Company); to the best of such counsel's knowledge, after due inquiry, the Company's services and processes do not infringe on any Intangibles held by third parties except as discussed in the Registration Statement and Prospectus; and the Company's Intangibles which have been registered in the United States Patent and Trademark Office have been fully maintained and are in full force and effect. (xiv) To the best of such counsel's knowledge, after due inquiry, except as described in the Registration Statement and Prospectus, the Company does not own an interest in any corporation, partnership, joint venture, trust or other business entity. (xv) To the best of such counsel's knowledge, after due inquiry except as described in the Prospectus, there are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder's or origination fee with respect to the sale of the Shares hereunder or financial consulting arrangements or any other arrangements, agreements, understandings, payments or issuances that may affect the Underwriters' compensation, as determined by the NASD. (xvi) Counsel has participated in conferences with officers and other representatives of the Company, and representatives of the independent public accountants for the Company at which the contents of the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement or Prospectus). (xvii) The Company has, to such counsel's knowledge, good and marketable title to, or valid and enforceable leasehold estates in, all items of real and personal property (tangible and intangible) stated in the Registration Statement and Prospectus to be owned or leased by it, free and clear of all liens, encumbrances, claims, security interests, defects and restrictions of any material nature whatsoever, other than those referred to in the Registration Statement and Prospectus and liens for taxes not yet due and payable. Unless the context clearly indicates otherwise, the term "Company" as used in this Section 4.2.1 shall include and be deemed to be made with respect to each subsidiary of the Company. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon counsel for the Underwriters in its opinion delivered to the Underwriters.

Opinion of Company Counsel. The favorable opinionAt each Closing, dated as the Placement Agent shall receive the opinion of Closing TimeWilson, of Xxxxxx X. XxxxxxxSonsini, General Counsel of Xxxxxxxx & Xxxxxx, Professional Corporation, counsel to the Company, in form addressed to the Placement Agent and scope satisfactory to counsel for the Underwriters, Subscribers substantially to the effect that: (i1) To The Company is a corporation duly incorporated, validly existing and in good standing under the best laws of such counsel’s knowledge and information, the State of Delaware. The Company is duly qualified as a foreign corporation to transact do business and is in good standing in the State of California. (2) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Agency Agreement and each jurisdiction of the other Transaction Documents, including issuance of the Notes and the Warrants in which its ownership or lease accordance with the terms thereof. The execution and delivery of substantial properties or the conduct Transaction Documents by the Company, the performance of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects obligations of the Company thereunder and its subsidiaries considered as one enterprisethe consummation by it of the transactions contemplated therein have been duly authorized by the Board. The Transaction Documents have been duly executed and delivered by the Company. (ii3) To the best of such counsel’s knowledge The issuance and information, each Significant Subsidiary sale of the Company is Notes and the Warrants has been duly qualified as a foreign corporationauthorized. The Warrant Shares are duly authorized and reserved for issuance in accordance with the Agency Agreement and the Warrants, limited liability company or partnershipand when issued and paid for in accordance with the Agency Agreement and the Warrants, as the case may beWarrant Shares will be validly issued, fully paid and non-assessable and free of all taxes, liens, charges and preemptive rights with respect to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseissue thereof. (iii4) Based in part upon, and subject to the accuracy as to factual matters of, the Subscribers' representations in Article I of the Subscription Agreement, the Notes and the Warrants may be issued to the Subscribers pursuant to the Transaction Documents without registration under the Securities Act of 1933, as amended. (5) No authorization, approval, consent, filing or other order of any Federal or state governmental body, regulatory agency, self-regulatory organization or stock exchange or market, or to such counsel's knowledge, any court, is required to be obtained by the Company to enter into and perform its obligations under the Transaction Documents or for the issuance and sale of the Notes and the Warrants as contemplated by the Transaction Documents, except such as have been made or will be made by the Company. (6) To the best of such counsel’s knowledge and information's knowledge, there is no material default exists in the due performance action, suit, proceeding, inquiry or observance investigation before or by any court, public board or body or any governmental agency or self-regulatory organization pending or threatened against the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects properties of the Company and its subsidiaries considered as one enterprisewhich might reasonably be expected to prevent the transactions contemplated by the Transaction Documents. (iv7) To The execution, delivery and performance by the best Company of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration StatementTransaction Documents, the Time of Sale Information or consummation by the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock Company of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities transactions contemplated thereby and the compliance by the Company with the provisions terms thereof does not violate, conflict with or constitute a default under the Company's Certificate of this Agreement and Incorporation, as amended to date, the consummation of the transactions contemplated herein will notCompany's Bylaws as currently in effect or any other material contract, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to agreement arrangement by which the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and informationis bound, there are no legal or governmental proceedings pending or threatened which are required to be disclosed other than as set forth in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosedSchedules to this Agreement.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxx X. XxxxxxxXxXxxxx, Executive Vice President – General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correctcorrect in all material respects. (v) The authorized, issued and outstanding capital stock of the Company as of March 31, 2020 is as set forth in the Prospectus under “Capitalization” (except Company’s Form 10-Q for subsequent issuancesthe quarterly period ended March 31, if any2020 on the Company’s unaudited consolidated balance sheet as of March 31, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to 2020 in the Prospectus)line item “Common stock, and the $1.00 par value.” The shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and therein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. XxxxxxxJ. Xxxxxxx Xxxxxxxx-Pita, Executive Vice President—General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable (1) At the Closing Date, Steven R. Sullivan, Vice President, General Counsel and Secretary of xxx Xxxxxxx, xxxxx have furnished to you an opinion, dated as of the Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the CompanyDate, in form and scope substance satisfactory to counsel for the Underwritersyou, to the effect that: (i) To the best Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of such counsel’s knowledge the State of Missouri, with power and informationauthority (corporate and other) to own its properties and conduct its business as described in the Prospectus and to enter and to perform its obligations under, or as contemplated by, this Agreement and the Transaction Documents; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in each jurisdiction all other jurisdictions in which its ownership or lease of substantial properties property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Material Adverse Effect; (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary significant subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with all power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; each such subsidiary is duly qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is corporation in good standing in each jurisdiction all other jurisdictions in which its ownership or lease of substantial properties property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify and qualified or to be in good standing would not reasonably be expected to have a material adverse effect on Material Adverse Effect; and all of the condition, financial or otherwise, or the earnings, business affairs or business prospects issued and outstanding common stock of each subsidiary of the Company has been duly authorized and its subsidiaries considered as one enterprise.validly issued and is fully paid and nonassessable, and all of such common stock (except with regard to 40% of the common stock of Electric Energy, Inc.) is owned by the Company, directly or indirectly, free from liens, encumbrances and defects of title; (iii) To the best of such counsel’s knowledge and information, no material default exists other than as described in the due performance Prospectus, there are no legal or observance by governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any obligationproperty of the Company or such subsidiaries is the subject which, agreementif determined adversely to the Company or such subsidiaries, covenant would individually or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statementaggregate reasonably be expected to have a Material Adverse Effect; to such counsel's knowledge, no such proceedings are threatened by governmental authorities or others; and the Time of Sale Information or the Prospectus or filed as an exhibit thereto statements included or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs Prospectus describing any legal proceedings or business prospects of material contracts or agreements relating to the Company and or any of its subsidiaries considered as one enterprise.fairly summarize such matters; (iv) To this Agreement has been duly authorized, executed and delivered by the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct.Company; (v) The authorized, issued and outstanding capital stock of the Company is has an authorized capitalization as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and ; the shares of issued and outstanding Issuable Common Stock and Preferred Stock have been duly and validly authorized and reserved for issuance by the Company and, when issued and delivered in accordance with the provisions of the Ancillary Agreements (as defined below) against payment of the purchase price therefor, will be duly and validly issued and are fully paid and non-assessable.; and the issuance of the Issuable Common Stock will not be subject to any preemptive or other similar right; (vi) The the Equity Units and the Senior Notes have been duly authorized, executed and delivered by the Company; and, assuming due payment by the Underwriters in accordance with the terms of this Agreement, the Equity Units, the Senior Notes and the Purchase Contracts will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as may be limited by the Exceptions, and the Purchase Contracts will be entitled to the benefits provided by the Purchase Contract Agreement and the Senior Notes will be entitled to the benefits provided by the Indenture; (vii) each of the Purchase Contract Agreement, the Indenture and the Pledge Agreement (the "Ancillary Agreements") has been duly authorized, executed and delivered by the Company and constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms, except as may be limited by the Exceptions; each of the Indenture and the Purchase Contract Agreement has been duly qualified under the 1939 Act; (viii) the issue and sale of the Securities and the Issuable Common Stock by the Company, and the compliance by the Company with all of the provisions of the Securities, the Ancillary Agreements and this Agreement Agreement, and the consummation of the transactions contemplated herein and therein contemplated, will notnot conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the best Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, which would reasonably be expected to have a Material Adverse Effect, nor will such counsel’s knowledge and information, action result in any material violation of any order applicable to the provisions of the articles of incorporation or by-laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries properties; and the execution, delivery and performance of the Ancillary Agreements and this Agreement will not require the approval or consent of any holder or trustee of their properties.any debt or other obligations or securities of the Company which will not have been obtained; (viiix) To the Company is not, and, after giving effect to the offering and sale of the Securities, the Company will not be, an "investment company," or an entity "controlled" by an investment company, as such terms are defined in the Investment Company Act of 1940, as amended; (x) the SEC has issued the 1935 Act Order authorizing the issuance and sale of the Securities and the Issuable Common Stock by the Company; the 1935 Act Order is in full force and effect and is sufficient to authorize the transactions contemplated by the Ancillary Agreements and this Agreement; and no other consent, approval, authorization, order, registration, filing or qualification of or with any court or governmental agency or body is required for the issue and sale of the Securities and the Issuable Common Stock by the Company, or the consummation by the Company of the transactions contemplated by the Ancillary Agreements and this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act and the 1939 Act and such consents, approvals, authorizations, orders, registrations, filings or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Securities by the Underwriters and the Issuable Common Stock; (xi) the Registration Statement, at the Effective Date, and the Prospectus, at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act (except in each case as to financial statements and other financial data contained or incorporated by reference therein, upon which such counsel need not pass), complied as to form in all material respects with the requirements of the 1933 Act and the 1939 Act and the respective rules and regulations of the SEC thereunder; each Incorporated Document as originally filed pursuant to the 1934 Act (except as to financial statements and other financial data contained or incorporated by reference therein, upon which such counsel need not pass) complied as to form when so filed in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC thereunder; the Registration Statement has become, and on the Closing Date is, effective under the 1933 Act and, to the best of such counsel’s knowledge 's knowledge, no proceedings for a stop order with respect thereto are threatened or pending under Section 8 of the 1933 Act; and informationnothing has come to the attention of such counsel that has caused it to believe that the Registration Statement (except as to financial statements and other financial data contained or incorporated by reference therein, there are no legal upon which such counsel need not pass), at the Effective Date, contained an untrue statement of a material fact or governmental proceedings pending or threatened which are omitted to state a material fact required to be disclosed in stated therein or necessary to make the Time of Sale Information statements therein not misleading or that the Prospectus (except as to financial statements and other financial data contained or otherwise incorporated by reference therein therein, upon which such counsel need not pass), at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act or on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (xii) the statements set forth in the Prospectus under the captions "Description of the Equity Security Units," Description of the Senior Notes," "Description of Debt Securities" and "Description of Common Stock," insofar as they purport to constitute a summary of the terms of the Securities and the Issuable Common Stock, and under the captions "Plan of Distribution" and "Underwriting," insofar as they purport to summarize the provisions of the laws and documents referred to therein, are accurate summaries in all material respects. Such opinion shall also state that are such counsel has no knowledge of any litigation, pending or threatened, that challenges the validity of the Securities, the Issuable Common Stock, the Ancillary Agreements or this Agreement, or that seeks to enjoin the performance of the Company's obligations hereunder or thereunder or that might reasonably be expected to have a Material Adverse Effect except as described in the Prospectus. In rendering such opinion, such counsel may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. Such counsel's opinion may further state that it is addressed to the Underwriters and is rendered solely for their benefit and may not so disclosedbe relied upon in any manner by any other person (other than Underwriters' Counsel and Thelen Reid & Priest LLP as to certain matters involving the applicatxxx xx xxx laws of the State of Missouri in their respective opinions to the Underwriters on the date of such opinions) without such counsel's prior written consent.

Opinion of Company Counsel. The favorable opinionopinion of Liddell, dated as of Closing TimeSapp, of Xxxxxx X. XxxxxxxZivley, General Counsel of Hill & XxXxxx, L.L.P., counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To The Company has been duly organized and is validly existing as a real estate investment trust under the best laws of such counsel’s knowledge the State of Texas. (ii) The Company has power and informationauthority to own, lease and operate its properties and to conduct its business as described in the Prospectus. (iii) The Company is duly qualified as a foreign corporation to transact for the transaction of business and is in good standing in under the laws of each other jurisdiction in which its ownership it owns or lease of substantial properties leases properties, or the conduct of its business requires conducts any business, so as to require such qualification, except other than where the failure to be so qualify qualified or in good standing would not have a material adverse effect on of the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered Subsidiaries taken as one enterprisea whole. (iiiv) To the best of such counsel’s knowledge and information, each Significant Subsidiary Each of the Company Subsidiaries has been duly organized and is duly qualified validly existing as a foreign corporation, corporation or limited liability company or partnership, as the case may be, to transact business and is in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus as amended or supplemented; except as disclosed in the Registration Statement or the Prospectus, the Subsidiaries own no capital stock or other beneficial interest in any corporation, partnership, trust, joint venture or other business entity; and except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and, to the best of the knowledge of such counsel, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; and the Subsidiaries have been duly qualified as foreign corporations or limited partnerships, as the case may be, for the transaction of business and are in good standing under the laws of each other jurisdiction in which its ownership they own or lease of substantial properties properties, or the conduct of its business requires any business, so as to require such qualification, except other than where the failure to be so qualify and be qualified or in good standing would not have a material adverse effect on the conditionCompany and its Subsidiaries taken as a whole. (v) The Distribution Agreement has been duly and validly authorized by the Company, and the Distribution Agreement has been executed and delivered by the Company. (vi) The Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a valid and binding agreement, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally, or by general equity principles. (vii) The Notes, in the form(s) certified by the Company as of the date hereof, have been duly authorized for issuance, offer and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefor specified in the Prospectus or agreed upon pursuant to the provisions of this Agreement and any applicable Terms Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles; and each holder of Notes will be entitled to the benefits of the Indenture. (viii) (A)(1) the statements in the Prospectus under the captions "Description of Common Shares," "Description of Preferred Shares," "Description of Securities Warrants," and "Description of Debt Securities," and (2) the statements in the Prospectus Supplement under the caption "Description of Notes," and (3) other statements in the Prospectus and each document incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and in the Registration Statement, in the case of (1), (2) and (3), insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, in each case fairly present the information called for with respect to such legal matters, documents or proceedings; (B) the descriptions in the Registration Statement and Prospectus of contracts and other documents which are filed as exhibits to the Registration Statement are accurate in all material respects and fairly present the information required to be shown; and (C) to such counsel's knowledge there are no statutes or legal or governmental proceedings required to be described in the Prospectus that are not described as required; (ix) The Indenture has been duly qualified under the 1939 Act. (x) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC. (xi) At the time the Registration Statement became effective, the Registration Statement appeared appropriately responsive in all material respects to the requirements of the 1933 Act, the 1939 Act and the regulations under each of those Acts (except that such counsel need not express an opinion as to the financial statements, schedules and other financial information included or incorporated by reference or required to be included or incorporated by reference therein, and as to the Statement of Eligibility on Form T-1 of the Trustee). (xii) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending or, to the best of such counsel's knowledge, threatened to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject which, if determined adversely to the Company or such Subsidiary, could individually or in the aggregate reasonably be expected to have a material adverse effect on the general affairs, business, prospects, management, properties, financial position, shareholders' equity or otherwise, or the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries considered Subsidiaries taken as one enterprisea whole; to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (iiixiii) To the best of such counsel’s knowledge 's knowledge, neither the Company nor the Subsidiaries are, nor with the giving of notice or the lapse of time or both would be, in violation of or in default under, their respective Declarations of Trust, Articles of Incorporation or By-Laws or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of the Subsidiaries is a party or by which they or any of their respective properties are bound, except for violations and information, no material default exists defaults which individually and in the due aggregate are not material to the Company or to the holders of the Notes; the issue and sale of the Notes and the performance by the Company of its obligations under the Notes, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or observance result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject, nor will any such action result in any violation of the provisions of the Declaration of Trust or the By-Laws of the Company or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseproperties. (ivxiv) To the best of such counsel’s knowledge and information's knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto thereto, and the descriptions thereof or references thereto are correctfairly presented in all material respects. (vxv) The authorizedNo consent, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuancesapproval, if anyauthorization, pursuant to reservations, agreements, dividend reinvestment plans order or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company decree of any court or governmental agency or body having jurisdiction over (including the SEC) is required for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of Notes hereunder, except such as have been obtained or rendered, as the case may be, or as may be required under the state securities laws, as to which such counsel need not express an opinion. (xvi) Although such counsel need not pass upon, nor independently verify, the accuracy, completeness or fairness of the statements contained in such documents, the documents incorporated by reference in the Prospectus (other than the financial statements and related schedules therein, as to which such counsel need not express an opinion), at the time they were filed with the SEC, appeared appropriately responsive as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act and the 1933 Act Regulations and the 1934 Act Regulations thereunder, and, such counsel has no reason to believe that such documents included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (xvii) Neither the Company nor any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are Subsidiaries is required to be disclosed in registered under the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed1940 Act.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, opinion of Xxxxxx X. Xxxxxxx, General -------------------------- Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s 's knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s 's knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s 's knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus Statement or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s 's knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities Notes and the compliance by the Company with the provisions of this Agreement and the Indenture, and the consummation of the transactions contemplated herein and therein, will not, to the best of such counsel’s 's knowledge and information, result in any material violation of any order known by such counsel to be applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (viivi) To the best of such counsel’s 's knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosedProspectus.

Opinion of Company Counsel. The favorable At the Closing Date, Company Counsel shall have furnished to the Underwriter an opinion, dated as of the Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the CompanyDate, in form and scope substance satisfactory to counsel for the UnderwritersUnderwriter, to the effect that: (i) To the best Company has been duly incorporated and is validly existing as a corporation under the laws of such counsel’s knowledge the State of Washington, with power and informationauthority (corporate and other) to own its properties and conduct its business as described in the Prospectus and to execute and deliver, and perform its obligations under, this Agreement, the Indenture and the Securities; the Company is duly qualified as a foreign corporation to transact business and is in good standing validly existing in each jurisdiction in which its ownership it owns or lease of leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify or be validly existing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects condition of the Company and its subsidiaries considered taken as one enterprise.a whole; (ii) To to the best of such counsel’s knowledge and informationother than as set forth in the Prospectus, each Significant Subsidiary there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct any of its business requires such qualificationsubsidiaries is the subject that, except where if determined adversely to the failure to so qualify and be Company or that subsidiary, would individually or in good standing would not the aggregate have a material adverse effect on the conditioncurrent or future consolidated financial position, financial stockholders’ equity or otherwise, or the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries considered taken as one enterprise. (iii) To a whole, and, to the best of such counsel’s knowledge and informationknowledge, no material default exists in the due performance such proceedings are threatened or observance by contemplated; (iii) the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as has an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is authorized capitalization as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in and all of the Prospectus), and the issued shares of issued and outstanding Common Stock and Preferred Stock capital stock of the Company have been duly and validly authorized and validly issued and are fully paid and non-assessable.; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear, to such counsel’s knowledge, of all liens, encumbrances, equities or claims; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the Securities have been duly authorized and executed by the Company and, when authenticated in the manner provided for in the Indenture, and issued and delivered against payment therefor pursuant to this Agreement, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by the Exceptions, and will be entitled to the benefits of the Indenture; and the Securities conform to the description thereof in the Prospectus; (vi) The issue the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by the Exceptions; the Indenture conforms to the description thereof in the Prospectus; and, to such counsel’s knowledge, the Indenture has been duly qualified under the 1939 Act; (vii) the issuance and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement Agreement, and the consummation of the transactions contemplated herein and therein contemplated, will notnot conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the best Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such counsel’s knowledge and information, actions result in any material violation of the provisions of the Organizational Documents or any statute, rule, regulation or other law, or any order applicable or judgment known to the Company such counsel, of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties.; (viiviii) To the Oregon Commission Order is in full force and effect and not the subject of any appeal or other proceeding and is sufficient to permit the Company to enter into and perform the transactions contemplated by this Agreement, the Securities and the Indenture; and no other filing with, or consent, approval, authorization, order, registration or qualification of, any court or governmental agency or body having jurisdiction over the Company or any of its properties is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, except such as have been made or obtained under the 1933 Act and the 1939 Act, such has been made with the Washington Utilities and Transportation Commission and such filings, consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Securities by the Underwriter; and (ix) the Registration Statement, at the Effective Date, and the Prospectus, at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act (except in each case as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass), complied as to form in all material respects with the requirements of the 1933 Act and the 1939 Act and the respective rules and regulations of the SEC thereunder; each Incorporated Document as originally filed pursuant to the 1934 Act (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass) complied as to form when so filed in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC thereunder; the Registration Statement has become, and on the Closing Date is, effective under the 1933 Act and, to the best of such counsel’s knowledge knowledge, no proceedings for a stop order with respect thereto are threatened or pending under Section 8 of the 1933 Act; and informationnothing has come to the attention of such counsel that has caused it to believe that the Registration Statement (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, there are no legal upon which such counsel need not pass), at the Effective Date, contained an untrue statement of a material fact or governmental proceedings pending or threatened which are omitted to state a material fact required to be disclosed stated therein or necessary to make the statements therein not misleading or that the Prospectus (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass), at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act or on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the Time light of Sale Information the circumstances under which they were made, not misleading. In rendering such opinion, such counsel (A) may rely as to matters involving the application of the laws of the State of New York, upon the opinion of Underwriter’s Counsel rendered pursuant to Section 5(b) hereof, (B) may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials, (C) may state that, for purposes of such opinion, it is only expert on (x) the laws of the State of Washington, (y) solely to the extent set forth therein with respect to paragraph (viii) above, the laws of the State of Oregon and (z) the laws of the United States of America and (D) need not pass upon any information contained or incorporated by reference in the Registration Statement or the Prospectus relating to the Insurer, the Financial Guaranty Insurance Policy or otherwise incorporated by reference therein that are not so disclosedDTC.

Opinion of Company Counsel. The favorable Company Counsel or Assistant Company Counsel shall have furnished to the Secondary Purchaser his written opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, addressed to the Secondary Purchaser and dated the Remarketing Settlement Date, in form and scope substance reasonably satisfactory to counsel for the UnderwritersSecondary Purchaser, to the effect that: (i) To The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; (ii) The Company has all corporate power and authority and the legal right to (A) own, lease, license and operate its properties, (B) to conduct the business in which it is currently engaged and (C) to enter into and perform its obligations under this Agreement and the A-20 44 Remarketing Agreement and to consummate the transactions contemplated thereby; (iii) No stockholder of the Company or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Company arising (AQ) by operation of the charter or By-Laws of the Company or the General Corporation Law of the State of Delaware or (B) to the best knowledge of such counsel’s knowledge and information, the otherwise; (iv) The Company is duly qualified as a foreign corporation to transact business and is in good standing in under the laws of each other jurisdiction in which where its ownership ownership, lease, license or lease operation of substantial properties property or the its conduct of its business requires such qualification, except other than in such jurisdiction or jurisdictions where the failure to be so qualify would qualified and in good standing could not have reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Material Adverse Change; (iiv) To the best of such counsel’s knowledge and information, each Significant Each Material Subsidiary of the Company has been duly incorporated or formed and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has all corporate power and authority to own, lease, license and operate its properties and conduct its business as currently conducted. Each Material Subsidiary is duly qualified as a foreign corporation, limited liability company or partnership, as the case may beentity, to transact business and is in good standing in each other jurisdiction or jurisdictions in which its such qualification is required, whether by reason of the ownership or lease leasing of substantial properties property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify and or be in good standing would could not have reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects Material Adverse Change. All of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have each Material Subsidiary has been duly authorized and validly issued and are issued, is fully paid and non-assessable. (vi) The issue nonassessable and sale of the Securities and the compliance is owned by the Company with Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien (other than those created by or contemplated in the provisions Credit Agreement as of this Agreement and the consummation of the transactions contemplated herein will notNovember 12, 1998), encumbrance or, to the best of such counsel’s knowledge 's knowledge, any pending or threatened claim; (vi) Neither the Company nor any of its Material Subsidiaries is in violation of its charter or by-laws or is in Default under any Existing Instrument, except for such Defaults as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and informationperformance by the Company of its obligations under the Transaction Documents, the A-21 45 purchase of the Common Securities by the Company from the Trust and the consummation by the Company of the transactions contemplated in the Transaction Documents (A) do not and will not result in any violation of the provisions of the Certificate of Incorporation or ByLaws or other constitutive documents of the Company or any Subsidiary, (B) do not and will not conflict with or constitute a breach of, Default or a Debt Repayment Trigger Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any of its Material Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches Defaults, liens (other than liens created by or contemplated in the Credit Agreement as in effect on November 12, 1998), charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (C) will not result in any material violation of any order applicable to the Company law or statute or any order, rule, regulation or judgment of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries Material Subsidiaries or any of their properties.respective assets, properties or operations the result of which could be a Material Adverse Change; (vii) Other than as set forth in the Exchange Act Reports, there are no legal or governmental actions, suits or proceedings pending or, to the best of such counsel's knowledge, threatened (A) against or affecting the Company or any of its subsidiaries, or (B) that have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries, where in any such case (I) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (II) any such action, suit or proceeding, if so determined adversely, could reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement; (viii) Except as permitted by the Securities Act and requested by the Purchaser, the Company has not distributed and, prior to the Remarketing Settlement Date, will not distribute any offering material in connection with the offering and sale of the Preferred Securities; and (ix) To the best of such counsel’s knowledge 's knowledge, the Exchange Act Reports, as supplemented by material press releases, at the time they were filed did not, and informationgiving effect on the date hereof to the transactions contemplated by the Transaction Documents do not, there are no legal or governmental proceedings pending or threatened which are required contain In rendering such opinions, such counsel may state that his opinion is limited to be disclosed matters governed by Delaware law and that such counsel is not admitted in the Time State of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosedNew York.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx X. XxxxxxxXxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwritersyour counsel, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, opinion of Xxxxxx X. XxxxxxxXxxxx, Esq., the Executive Vice President and General Counsel of the Company, in form or Xxxxx X. Xxxxxx, Esq., Vice President and scope satisfactory to counsel for the UnderwritersDeputy General Counsel of PSEG Services Corporation, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. (ii) To the best of such counsel’s knowledge and informationknowledge, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of substantial properties property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify and be in good standing would not have a material adverse effect on the financial condition, financial business or otherwise, or the earnings, business affairs or business prospects properties of the Company and its subsidiaries considered as one enterprise. (iii) The Company is a subsidiary of Public Service Enterprise Group Incorporated, which is a public utility holding company under the Public Utility Holding Company Act of 2005 (“PUHCA 2005”). Public Service Enterprise Group Incorporated has obtained a waiver from the Federal Energy Regulatory Commission of the accounting, record retention and reporting requirements under PUHCA 2005. (iv) Each Significant Subsidiary, if any, of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and, to the best of such counsel’s knowledge, is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the financial condition, business or properties of the Company and its subsidiaries considered as one enterprise; and all of the issued and outstanding capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors’ qualifying shares, is free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. (v) This Agreement has been duly authorized, executed and delivered by the Company. (vi) The Indenture has been duly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Indenture Trustee) constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (vii) The Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when duly executed by the Company and delivered pursuant to the provisions of this Agreement and the Indenture against the requisite payment therefor (assuming the due authentication thereof by the Indenture Trustee), will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); the statements in the Registration Statement, the General Disclosure Package and the Prospectus, in each case insofar as such statements constitute summaries of the Indenture and the Notes fairly summarize the matters referred to therein in all material respects; and the registered holders of the Notes will be entitled to the benefit of the Indenture. (viii) The First Mortgage (including the Supplemental Indenture) has been duly authorized, executed and delivered by the Company and (assuming the First Mortgage (including the Supplemental Indenture) has been duly authorized, executed and delivered by the Mortgage Trustee) constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (ix) The First Mortgage Bonds have been duly authorized for issuance and, when duly executed by the Company and delivered by the Company pursuant to the provisions of the First Mortgage (assuming the due authentication thereof by the Mortgage Trustee), will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); the statements in the Registration Statement, the General Disclosure Package and the Prospectus, including under the caption “Description of the Mortgage Bonds–Lien and Security,” in each case insofar as such statements constitute summaries of the First Mortgage Bonds, the First Mortgage and the legal matters, documents or proceedings referred to therein, fairly summarize the matters referred to therein in all material respects. (x) The First Mortgage (including the Supplemental Indenture) has been duly recorded, or lodged for record, as a mortgage upon the property covered thereby in such manner as is necessary to maintain the lien thereof. (xi) The First Mortgage constitutes as security for the First Mortgage Bonds a valid lien on all the property and franchises owned by the Company (except cash, accounts and bills receivable and all merchandise bought, sold or manufactured for sale in the ordinary course of the Company’s business, stocks, bonds, or other corporate obligations or securities, other than those now or hereafter specifically pledged thereunder, not acquired with the proceeds of bonds secured by the First Mortgage) as described or referred to in the Registration Statement, the General Disclosure Package and the Prospectus, subject to no prior liens or encumbrances other than those specified or referred to or as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus. (xii) Assuming that the Indenture Trustee holds the First Mortgage Bonds in the State of New Jersey, and as provided in the Indenture, the Indenture creates a valid and perfected first priority security interest in the First Mortgage Bonds. (xiii) The statements in (1) the Company’s most recent Annual Report on Form 10-K under the captions (A) Part I, Item 1. Business – Regulatory Issues, (B) Part I, Item 1. Business – Environmental Matters, (C) Part I, Item 3. Legal Proceedings and (2) the Company’s subsequently filed Quarterly Reports on Form 10-Q under the captions (A) Part II, Item 1. Legal Proceedings and (B) Part II, Item 5. Other Information, in each case including the information incorporated by reference in such section and insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly summarize the matters referred to therein in all material respects. (xiv) The Indenture has been duly qualified under the 1939 Act. (xv) The Registration Statement is effective under the 1933 Act and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Notes has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC or any other governmental agency or authority. (xvi) The Registration Statement (except for the financial statements and the related notes thereto, the financial statement schedules or the financial or accounting data incorporated by reference therein or Exhibits 25.1, 25.2 or 25.3 thereto, as to which such counsel expresses no opinion), as of its most recent effective date, and the Prospectus (except for the financial statements and the related notes thereto, the financial statement schedules or the financial or accounting data incorporated by reference therein, as to which such counsel expresses no opinion), as of the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof) as of the date of such Terms Agreement, appeared on their face to be appropriately responsive, in all material respects relevant to the offering of the Notes, to the applicable requirements of the 1933 Act. (xvii) Each document filed pursuant to the 1934 Act and incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus appeared on its face, at the time it was filed, to be appropriately responsive in all material respects with the applicable requirements of the 1934 Act. (xviii) To the best of such counsel’s knowledge and informationknowledge, no material neither the Company nor any of its Significant Subsidiaries is in violation of its charter or in default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note or lease to which it is a party or by which it or any of them or their properties may be bound; and the execution and delivery of this Agreement, the Indenture and the Supplemental Indenture, and the consummation by the Company of the transactions contemplated hereby and thereby, will not conflict with, violate or constitute a breach of, or default under, or, except as contemplated hereby and thereby, result in the creation or imposition of (A) any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument described known to such counsel and to which the Company or referred any Significant Subsidiary is a party or by which it or any of them may be bound or to in which any of the Registration Statement, the Time of Sale Information property or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects assets of the Company and its subsidiaries considered as one enterprise. or any Significant Subsidiary is subject, (ivB) To the best of any law, administrative regulation or administrative or court decree known to such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required counsel to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency agency, authority or body or any arbitrator having jurisdiction over the Company (other than federal and state securities or any blue sky laws, as to which such counsel expresses no opinion in this paragraph), or (C) the charter or by-laws of its subsidiaries or any of their propertiesthe Company. (viixix) To The franchises of the best Company are sufficient authority for it to carry on its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. (xx) The BPU has authorized the issuance of such counsel’s knowledge the First Mortgage Bonds and informationthe issuance and sale of the Notes, there are in each case for the period specified therein; the issuance of the First Mortgage Bonds is, the execution and delivery of the Indenture and the Supplemental Indenture are, and the issuance and sale of the Notes pursuant to the Indenture will be, in accordance with the authorization of the BPU; and no legal other consent, approval, authorization, order or decree of any court or governmental proceedings pending agency or threatened which are body is required for the consummation by the Company of the transactions contemplated by this Agreement, the Indenture and the Supplemental Indenture, except such as may be required under the 1933 Act, the 1939 Act or state securities laws. In giving such opinion, counsel of the Company may rely as to all matters of Pennsylvania law and legal conclusions based thereon upon the opinion of Xxxxxxx Xxxxx LLP of Philadelphia, Pennsylvania. As to matters set forth in subparagraphs (x) and (xi) above, the opinion of counsel of the Company may be based in part on title insurance policies and reports and searches obtained from companies engaged in the business of insuring title to real estate in New Jersey, and the opinion of Xxxxxxx Xxxxx LLP may be based in part on title insurance policies and reports and searches obtained from a company engaged in the business of insuring title to real estate in Pennsylvania, and on certificates or opinions of local counsel deemed by them to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosedreliable and competent.

Opinion of Company Counsel. The favorable opinionopinion of Xxxxxxxxxxx X. Xxxxxxxxx, dated as of Closing TimeEsq., of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope or other counsel satisfactory to counsel for the UnderwritersAgents, to the effect that: (i) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan. (ii) The Company has full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. A duly authorized and executed certificate of merger with respect to the merger of CFC with and into the Company (the "Merger") has been duly filed with the Secretary of State of the State of Michigan and the Merger has become effective under the laws of the State of Michigan (iii) To the best of such counsel’s knowledge and information's knowledge, the Company is duly qualified as a foreign corporation limited liability company to transact business and is in good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of substantial properties property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iiiiv) To the best Each Significant Subsidiary of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its subsidiaries of any obligation, agreement, covenant incorporation or condition contained in any contract, indenture, mortgage, loan agreement, noteorganization (as the case may be) has full power and authority to own, lease or other instrument and operate its properties and conduct its business as described or referred to in the Registration StatementStatements, and is duly qualified as a foreign corporation or limited liability company (as the Time case may be), to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of Sale Information the ownership or leasing of property or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The This Agreement and any applicable Terms Agreement have each been duly and validly authorized, issued executed and outstanding capital stock of delivered by the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessableCompany. (vi) The issue Indenture has been duly and sale of the Securities validly authorized, executed and the compliance delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, subject to: (w) bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, or other similar laws now or hereafter in effect relating to creditors' rights and remedies; (x) general principles of equity regardless of whether applied in a proceeding in equity or at law; (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (z) the effect of law or applicable public policy on any provisions relating to indemnification of the Trustee. (vii) The Notes, in the form(s) certified by the Company as of the date hereof, have been duly authorized for issuance, offer and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the consummation Indenture against payment of the transactions contemplated herein consideration therefor, will notconstitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, or similar other laws now or hereafter in effect relating to creditors' rights and remedies; (y) general principles of equity regardless of whether applied in a proceeding in equity or at law; and (z) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and each holder of Notes will be entitled to the benefits of the Indenture. (viii) The Indenture is qualified under the 1939 Act. (ix) Each of the Registration Statements and the Post-Effective Amendment thereto is effective under the 1933 Act and, to the best of such counsel’s knowledge and information's knowledge, result in any material violation no stop order suspending the effectiveness of any order applicable either of the Registration Statements has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. Pursuant to Rule 414, the Registration Statements shall be deemed the registration statements of the Company for the purpose of any court or governmental agency or body having jurisdiction over continuing the Company or any of its subsidiaries or any of their propertiesoffering provided therein. (viix) To At the best time each of such counsel’s knowledge the Registration Statements and informationthe Post-Effective Amendment thereto became effective, there are no legal each Registration Statement (other than the financial statements and other financial and statistical data included or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that and the Statement of Eligibility and Qualification on Form T-1 filed as an exhibit thereto, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act, the 1939 Act and the regulations under each of those Acts. (xi) Each document filed pursuant to the 1934 Act and incorporated by reference in the Prospectus complied when filed as to form in all material respects with the 1934 Act and the 1934 Act Regulations. (xii) The information in the Prospectus under the captions "Description of Notes", "Certain United States Federal Income Tax Considerations", "Description of Debt Securities" and "Limitations on Issuance of Bearer Securities and Bearer Warrants" has been reviewed by such counsel and is correct in all material respects and, insofar as they purport to summarize certain provisions of documents specifically referred to therein, are not so disclosedaccurate summaries of such provisions.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. XxxxxxxJ. Xxxxxxx Xxxxxxxx-Pita, Executive Vice President—General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Time of Sale Information and the Prospectus under “Capitalization” under the column “Actual” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionopinion of Elizxxxxx X. Xxx, dated as of Closing TimeXxnior Vice President, of Xxxxxx X. Xxxxxxx, Secretary and General Counsel of to the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and consummate the transactions contemplated in the Prospectus. (iii) To the best of such counsel’s knowledge and information's knowledge, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of substantial properties property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock Each Significant Subsidiary of the Company has been duly incorporated and is validly existing as set forth a corporation in good standing under the Prospectus under “Capitalization” (except for subsequent issuanceslaws of the jurisdiction of its incorporation, if anyhas corporate power and authority to own, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to lease and operate its properties and conduct its business as described in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will notand, to the best of such counsel’s knowledge 's knowledge, is duly qualified as a foreign corporation to transact business and informationis in good standing in each jurisdiction in which such qualification is required, result whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in any good standing would not have a material violation adverse effect on the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company directly or indirectly through one of its wholly-owned subsidiaries, free and clear of any order applicable to the Company of any court mortgage, pledge, lien, encumbrance, claim or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their propertiesequity. (viiv) To This Agreement has been duly and validly authorized, executed and delivered by the best Company. (vi) The Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a legal, valid and binding agreement of such counsel’s knowledge the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general equity principles, and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.except

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Txxx X. XxxxxxxXxXxxxx, Executive Vice President–General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, the Forward Purchaser and the Forward Seller, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correctcorrect in all material respects. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus Company’s Form 10-Q for the quarterly period ended September 30, 2019 on the Company’s unaudited consolidated balance sheet as of September 30, 2019 under the caption “CapitalizationCommon Stock, $1.00 par value.” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the The shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of any Top-Up Shares and shares of Common Stock pursuant to the Securities Forward Sale Agreement by the Company and the compliance by the Company with the provisions of this Agreement and the Forward Sale Agreement and the consummation of the transactions contemplated herein and therein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Txxx X. XxxxxxxXxXxxxx, Executive Vice President – General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correctcorrect in all material respects. (v) The authorized, issued and outstanding capital stock of the Company as of September 30, 2019 is as set forth in the Prospectus Company’s Form 10-Q for the quarterly period ended September 30, 2019 on the Company’s unaudited consolidated balance sheet as of September 30, 2019 under the caption “CapitalizationCommon Stock, $1.00 par value.” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the The shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and therein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable At the Closing Date, Company Counsel shall have furnished to the Underwriter an opinion, dated as of the Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the CompanyDate, in form and scope substance satisfactory to counsel for the UnderwritersUnderwriter, to the effect that: (i) To the best Company is a corporation duly incorporated and validly existing as a corporation under the laws of such counsel’s knowledge the State of Washington, with all requisite power and informationauthority (corporate or under applicable public utility law) to own its properties and conduct its business as described in the Prospectus and to execute and deliver, and perform its obligations under, this Agreement, the Indenture and the Securities; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership it owns or lease of leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects condition of the Company and its subsidiaries considered taken as one enterprise.a whole; (ii) To the best of to such counsel’s knowledge and informationother than as set forth or incorporated by reference in the Prospectus, each Significant Subsidiary there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct any of its business requires such qualificationsubsidiaries is the subject that, except where if determined adversely to the failure to so qualify and be Company or that subsidiary, would individually or in good standing would not the aggregate have a material adverse effect on the conditioncurrent or future consolidated financial position, financial stockholders’ equity or otherwise, or the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries considered taken as one enterprise.a whole, and, to such counsel’s knowledge, no such proceedings are threatened or contemplated; (iii) To the best of such counsel’s knowledge this Agreement has been duly authorized, executed and information, no material default exists in the due performance or observance delivered by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Company; (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock Securities have been duly authorized and validly executed by the Company and, when authenticated in the manner provided for in the Indenture, and issued and are fully paid delivered against payment therefor pursuant to this Agreement and non-assessable.the Indenture, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by the Exceptions; and the Securities conform to the description thereof in the Prospectus; (v) the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by the Exceptions; the Indenture conforms to the description thereof in the Prospectus; and, to such counsel’s knowledge, the Indenture has been duly qualified under the 1939 Act; (vi) The issue the issuance and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement Agreement, and the consummation of the transactions contemplated herein and therein contemplated, will notnot conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the best Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such counsel’s knowledge and information, actions result in any material violation of the provisions of the Organizational Documents or any statute, rule, regulation or other law, or any order applicable or judgment known to the Company such counsel, of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties.; (vii) To the Oregon Commission Order is in full force and effect and not the subject of any appeal or other proceeding and is sufficient to permit the Company to enter into and perform the transactions contemplated by this Agreement, the Securities and the Indenture; and no other filing with, or consent, approval, authorization, order, registration or qualification of, any court or governmental agency or body having jurisdiction over the Company or any of its properties is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, except such as have been made or obtained under the 1933 Act and the 1939 Act, such as has been made with the Washington Utilities and Transportation Commission and such filings, consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Securities by the Underwriter; and (viii) the Registration Statement, at the Effective Date, and the Prospectus, at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act (except in each case as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass), complied as to form in all material respects with the requirements of the 1933 Act and the 1939 Act and the respective rules and regulations of the SEC thereunder; each Incorporated Document as originally filed pursuant to the 1934 Act (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass) complied as to form when so filed in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC thereunder; the Registration Statement has become, and on the Closing Date is, effective under the 1933 Act and, to the best of such counsel’s knowledge knowledge, no proceedings for a stop order with respect thereto are threatened or pending under Section 8 of the 1933 Act; and informationnothing has come to the attention of such counsel that has caused it to believe that the Registration Statement (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, there are no legal upon which such counsel need not pass), at the Effective Date, contained an untrue statement of a material fact or governmental proceedings pending or threatened which are omitted to state a material fact required to be disclosed stated therein or necessary to make the statements therein not misleading or that the Prospectus (except as to financial statements and other financial and statistical data contained or incorporated by reference therein, upon which such counsel need not pass), at the time it was filed with the SEC pursuant to Rule 424(b) under the 1933 Act or on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the Time light of Sale Information the circumstances under which they were made, not misleading. In rendering such opinion, such counsel (A) may rely as to matters involving the application of the laws of the State of New York, upon the opinion of Underwriter’s Counsel rendered pursuant to Section 5(b) hereof, (B) may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials, (C) may state that, for purposes of such opinion, it is only expert on (x) the laws of the State of Washington, (y) solely to the extent set forth therein with respect to paragraph (viii) above, the laws of the State of Oregon and (z) the laws of the United States of America and (D) need not pass upon any information contained or incorporated by reference in the Registration Statement or the Prospectus or otherwise incorporated by reference therein that are not so disclosedrelating to DTC.

Opinion of Company Counsel. The favorable Company shall have furnished to the Representative the opinion, dated the Closing Date or the Over-allotment Closing Date (as of Closing Timethe case may be), addressed to the Representative, of Xxxxxx X. Xxxxxxx, General Counsel of Moon & Xxxxx, P.A. and/or such other counsel as may be acceptable to the Company, in form and scope satisfactory to counsel for the UnderwritersRepresentative, to the effect that, based upon a review by them of the Registration Statement, the Prospectus, the Company's articles of incorporation, bylaws and relevant corporate proceedings, an examination of such statutes and such other investigation by such counsel as they deem necessary to express such opinion: (ia) To The Company and each of its Subsidiaries has been duly incorporated and is a validly existing corporation in good standing under the best laws of such counsel’s knowledge its respective jurisdiction of incorporation (specifying the same and informationattaching a certificate of good standing for each), with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the Registration Statement and the Prospectus. (b) The Company and each of its Subsidiaries is duly qualified as a foreign corporation and registered to transact the business in which it is engaged and is qualified and in good standing in each and every foreign or domestic jurisdiction in which its ownership of property or lease of substantial properties or the its conduct of its business requires such qualification, except where the qualification or registration and in which failure to so qualify would not have a material adverse effect on upon the condition, financial or otherwise, or business of the earnings, business affairs or business prospects Company. (c) The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the Prospectus. The Shares and the Representative's Warrants conform to the statements concerning them in the Registration Statement and the Prospectus. The outstanding Common Stock of the Company has been duly and its subsidiaries considered as one enterprise. (ii) To validly issued and is fully paid and nonassessable and is not subject to any preemptive rights. Cumulative voting is not permitted by the best holders of such counsel’s knowledge and information, each Significant Subsidiary any of the Company's securities. No stockholder of the Company is subject to personal liability solely on the basis of his, her or its ownership of capital stock of the Company. The Shares and the shares of Representative's Warrant Stock issuable upon exercise of the Representative's Warrants, have been duly qualified and validly authorized and, upon issuance thereof and payment therefor in accordance with this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances, equities and claims whatsoever, and will not be subject to any preemptive rights. (d) The Representative's Warrants have been duly and validly authorized and issued and are valid and binding instruments enforceable against the Company in accordance with their terms. (e) A sufficient number of shares of Common Stock have been duly reserved for issuance as Representative's Warrant Stock upon exercise of the Representative's Warrants. (f) The holders of the issued and outstanding shares of Common Stock are, and the holders of the Shares, Representative's Warrant Stock and Representative's Warrants (when such securities have been issued and fully paid for in accordance with the provisions of the Registration Statement and in the Representative's Warrants, as applicable) will be, entitled to the rights and preferences set forth in the certificates representing the same and in the Representative's Warrants, as applicable. (g) No consents, approvals, authorizations or orders of agencies, officers or other regulatory authorities are necessary for the valid authorization, issuance or sale of the Shares, the Representative's Warrant Stock or the Representative's Warrants, or the other transactions contemplated by this Agreement, except as required under the 1933 Act or state Blue Sky or other securities laws. (h) The issuance and sale of the Shares, the Representative's Warrant Stock and the Representative's Warrants and the consummation of the transactions contemplated herein, and compliance with the terms of this Agreement, will not conflict with or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under, the Company's Articles of Incorporation or its Bylaws (as each is currently in effect), or any note, indenture, mortgage, lease, deed of trust, bank loan or credit agreement or other agreement, instrument or undertaking (however characterized or described) known to such counsel to which the Company is a party or by which the Company or any of its property is bound or any existing laws, order, rule, regulation, writ, injunction or decree known to such counsel of any government, governmental instrumentality, agency, body, arbitration tribunal or court, domestic or foreign, having jurisdiction over the Company or its property. (i) The Registration Statement and the Prospectus have become effective under the 1933 Act and, to the knowledge of such counsel, no order suspending the effectiveness of the Registration Statement pursuant to Section 8 of the 1933 Act or otherwise has been issued and no proceedings for that purpose have been instituted or are pending or contemplated by the Commission under the 1933 Act or otherwise. The Registration Statement and the Prospectus, and each amendment and supplement thereto, comply as to form in all material respects with the requirements of the 1933 Act and the Rules and Regulations thereunder (except that no opinion needs to be expressed as to financial statements and financial data contained in the Registration Statement or Prospectus). (j) The Company owns or holds by valid lease the real and personal properties as shown in the Registration Statement and the Prospectus and, to the extent such properties are owned by the Company, they are owned free and clear of all liens, encumbrances and equities of record except for those expressly referred to in the Registration Statement and the Prospectus and except for those as do not in the opinion of counsel adversely affect materially the value of such assets and except for the lien of current taxes not then due. (k) This Agreement has been duly authorized and executed by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms. (l) The U.S. Corporation, directly or indirectly through one or more Subsidiaries, owns 59.998% of the issued and outstanding capital stock of Prima Electronics and 99.98% of the issued and outstanding capital stock of each of the other Subsidiaries. All of the Company's capital stock of Prima Industrie is held in the name of the U.S. Corporation. All of the Company's capital stock of Prima Electronics is held in the name of Prima Industrie. The Company does not, directly or indirectly, own capital stock, or hold an ownership interest in, any entities other than the Subsidiaries. (m) The form of certificate for the Shares is in due and proper form and complies with all applicable statutory requirements. (n) All prior offers and sales of securities of the Company were (i) exempt from registration under the 1933 Act, (ii) registered pursuant to, or exempt from registration under, all pertinent state securities, or Blue Sky, laws, and (iii) registered pursuant to, or exempt from registration under, all pertinent foreign securities laws. (o) The purchase by the U.S. Corporation of all of the issued and outstanding capital stock of PRIMA Industrie constituted a non-taxable transaction to the U.S. Corporation and to its stockholders domiciled in the United States under the Internal Revenue Code of 1986, as amended. (p) The Stock Incentive Plan permits the granting of incentive stock options, as defined under Section 422 of the Internal Revenue Code of 1986, as amended. (q) To such counsel's knowledge after due inquiry, there are no pending legal proceedings relating to any Intellectual Property Rights of the Company, and no such proceedings are threatened or contemplated. Such opinion shall also cover such other matters incident to the transactions contemplated by this Agreement in form satisfactory to the Representative's counsel as the Representative shall reasonably request. As an illustration of the foregoing, but not as a foreign corporationlimitation thereof, limited liability company it is expected that such opinion will cover the ownership by the Company of all licenses required to conduct their businesses and such matters concerning disclosure of and compliance with applicable environmental laws or partnershipregulations as may be deemed advisable by the Representative. In addition to the matters set forth above, such opinion shall also include a statement to the effect that, although such counsel is not passing upon and does not assume any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Registration Statement or the Prospectus and such counsel makes no representation that it has independently verified the accuracy, completeness or fairness of such statements, in connection with such counsel's representation of the Company in the preparation of the Registration Statement and the Prospectus, nothing came to the attention of such counsel which caused it to conclude that, as of the Effective Date, the Closing Date or the Over-allotment Closing Date, as the case may be, and except to transact business the extent that the Preliminary Prospectus anticipates facts true as of the Effective Date, the Registration Statement or any further amendment thereto (other than the financial statements and is notes thereto and other financial and statistical data included therein, as to which such counsel need express no opinion), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in good standing in each jurisdiction in light of the circumstances under which its ownership they were made, not misleading or lease of substantial properties or the conduct that, as of its business requires such qualificationdate, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed any further amendment or supplement thereto (other than the financial statements and notes thereto and other financial and statistical data included therein, as to which such counsel need express no opinion), contained an exhibit thereto or incorporated by reference therein which would have untrue statement of a material adverse effect on fact or omitted to state a material fact necessary to make the conditionstatements therein, financial or otherwise, or in the earnings, business affairs or business prospects light of the Company and its subsidiaries considered as one enterprise. (iv) To the best circumstances in which they were made, not misleading. Any portion of such counsel’s knowledge and informationopinion as to the enforceability of any agreement may be subject to the effect of (i) any applicable bankruptcy, there are no contractsinsolvency, indenturesreorganization, mortgages, loan agreements, notes, leases moratorium or other instruments or documents required to be described or referred to in the Registration Statement, the Time similar law of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus)general application affecting creditors' rights, and (ii) general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the shares enforceability of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessableagreements generally (regardless of whether considered in a proceeding in equity or at law). (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionAt each Closing, and dated as of Closing Timethe date thereof, the Placement Agent shall receive the opinion of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, Company substantially to the effect that: (iA) To the best of such counsel’s knowledge and information, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to own or lease its properties, to carry on its business as currently conducted and as proposed to be conducted, to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement and is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction to such counsel’s knowledge, in which its the ownership or lease leasing of substantial its properties or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or licensed would not have a material adverse effect on the conditionbusiness, financial condition or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Company; (iiB) To each of this Agreement, the best of such counselSubscription Agreement, the other Offering Documents and the Agent’s knowledge Warrants has been duly and informationvalidly authorized, each Significant Subsidiary executed and delivered by the Company, and is the valid and binding obligation of the Company is duly qualified as a foreign corporationCompany, limited liability company enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency or partnership, as other laws affecting the case may be, rights of creditors generally and to transact business general equitable principles and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or except that the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects enforcement of the Company indemnification and its subsidiaries considered as one enterprise.contribution provisions thereof may be limited or denied based on federal or applicable state securities laws and public policies underlying such laws; (iiiC) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding authorized capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth in the Prospectus under “Capitalization” (except Offering Documents. Except for subsequent issuancesthe Agent’s Warrants, if anythere are no outstanding warrants, pursuant to reservationsoptions, agreements, dividend reinvestment plans convertible securities, preemptive rights to subscribe for or employee other commitments pursuant to which the Company is, or director may become, obligated to issue any shares of its capital stock plans referred to or other securities of the Company other than as set forth in the Prospectus), and Offering Documents. All of the shares of issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable.assessable and have not been issued in violation of the preemptive rights of any security holder of the Company under Nevada law. The Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Subscription Agreement and this Agreement, the Common Stock will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof and such stock will not be issued in violation of or subject to any preemptive or other similar rights. The Reserved Shares have been duly reserved for issuance, and when issued in accordance with the terms of the Agent’s Warrants, will be validly issued, fully paid and non-assessable and such Reserved Shares will not be issued in violation of or subject to any preemptive or any other similar rights and no personal liability will attach to the ownership thereof. The Shares conform in all material respects to all statements relating thereto contained in the Offering Documents; (viD) The issue the issuance and sale of the Shares is exempt from registration under the Securities Act and the compliance Regulations pursuant to Regulation D promulgated under the Securities Act subject to the following assumptions: (I) Other than the Company, no party to the transaction contemplated by this Agreement, the Subscription Agreement and Questionnaire executed by each Subscriber (the “Subscription Documents”), or any documents relating thereto, is subject to any statute, rule or regulation, or to any impediment to which contracting parties are generally not subject, that requires the Company or such party to obtain the consent of, or to make a declaration or filing with, any governmental authority. (II) All terms, provisions and conditions of, or relating to, the offer and sale of the Shares are correctly and completely reflected in the Private Placement Memorandum which such counsel has no reason to doubt as of the date of the Private Placement Memorandum . (III) All offers and sales of the Shares have been or will be made in a manner complying with the provisions terms of the Private Placement Memorandum and all applicable state securities laws and similar laws. Without limiting the generality of the preceding sentence, counsel shall assume (i) the accuracy of the factual representations and warranties of the Company and the Placement Agent contained in this Agreement and the full and complete performance of all covenants of the Company and the Placement Agent as set forth in this Agreement, (ii) that offers and sales of the Shares have been made only to “accredited investors,” as that term is defined under the Securities Act; and (iii) the accuracy and completeness of the representations and warranties and information provided by the Subscribers in the Subscription Documents. (IV) Neither the Company, the Placement Agent nor any person or entity acting on the Company’s behalf has offered or sold the Shares by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) electronic mail transmitted over the Internet. (V) The Subscribers are not “underwriters” within the meaning of Section 2(11) of the Securities Act. (VI) A Notice of Sales of Securities Pursuant to Regulation D or Section 4(6) (“Form D”), including any required amendments to such Form D, has been or will be filed with the U.S. Securities and Exchange Commission in accordance with the requirements of Rule 503 of Regulation D. (E) neither the execution and delivery of this Agreement, nor compliance with the terms hereof, nor the consummation of the transactions contemplated herein will notcontemplated, to the best of such counsel’s knowledge and informationhas, nor will, conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or By-laws of the Company, or any material violation contract, instrument or document to which the Company is a party, or by which it or any of its properties is bound, or violate any applicable law, rule, regulation, judgment, order or decree of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries properties or any business which breach, default or violation could have a material adverse effect on the business, financial condition or prospects of their properties.the Company; (viiF) To to the best of such counsel’s knowledge and informationknowledge, there are no legal claims, actions, suits, investigations or proceedings (formal or informal) before or by any arbitrator, court, governmental proceedings authority or instrumentality pending or threatened against or affecting the Company or involving the properties of the Company which are might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in or contemplated by the Offering Documents; and to the best of counsel’s knowledge, the Company is not in violation or default with respect to any law, rule, regulation, judgment, order or decree which might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; nor is the Company required to take any action in order to avoid any violation or default; and (G) such counsel has participated in meetings and discussions in connection with the preparation of the Private Placement Memorandum, Subscription Agreement, and other Offering Documents and after due inquiry the course of such review and discussions, no facts have come the attention of such counsel to cause them to have reason to believe that the Private Placement Memorandum, Subscription Agreement and other Offering Documents, as of their respective dates and taken together, on the Closing Date, contained any untrue statement of a material fact required to be disclosed stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Time of Sale Information or circumstances under which they were made, not misleading (except for the Prospectus or otherwise incorporated by reference therein that are not so disclosedFinancial Statements, notes thereto and other financial information and statistical data contained therein, as to which such counsel need express no opinion).

Opinion of Company Counsel. The favorable Investors shall have received -------------------------- from counsel to the Company an opinion, dated as of the Closing TimeDate, of Xxxxxx X. Xxxxxxx, General Counsel of and addressed to the CompanyInvestors, in form and scope substance reasonably satisfactory to counsel for the UnderwritersInvestors, to the effect that: (i) To the best of such counsel’s knowledge and information, the The Company is a corporation duly qualified as a foreign corporation to transact business incorporated, validly existing and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or under the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects laws of the Company State of Missouri, with full corporate power and its subsidiaries considered as one enterprise.authority to execute, deliver and perform this Agreement, the Debentures and the Warrants; (ii) To The execution, delivery and performance by the best Company of such counsel’s knowledge this Agreement, the Debentures and information, each Significant Subsidiary the Warrants have been duly authorized by all necessary corporate action on the part of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Company; (iii) To This Agreement, the best Debentures and the Warrants constitute the valid and binding obligations of such counsel’s knowledge and informationthe Company, no material default exists in the due performance or observance by enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer or any conveyance, reorganization, arrangement, moratorium and other similar laws relating to or affecting creditors' rights generally, to general equitable principles (whether considered in a proceeding in equity or at law), laws affecting the enforceability of its subsidiaries certain indemnification obligations under applicable securities laws and to an implied covenant of any obligationreasonableness, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company good faith and its subsidiaries considered as one enterprise.fair dealing; (iv) To The execution, delivery and performance of this Agreement, the best Debentures and the Warrants by the Company do not and will not result in a violation of such counsel’s knowledge the Company's Articles of Incorporation or By-Laws, or, to our knowledge, any judgment, order or decree of any court or agency to which the Company is subject; (v) The execution, delivery and informationperformance of this Agreement, there are no contractsthe Debentures and the Warrants by the Company do not and will not, indentureswith or without notice or lapse of time, mortgagesconstitute a material breach or default of, loan agreementsor result in any lien under, notesany material contract, leases undertaking, indenture or other instruments agreement or documents required to be described or referred to in instrument by which the Registration Statement, the Time of Sale Information or the Prospectus Company is bound or to be filed as exhibits thereto other than those described or referred to therein or filed which it is a party and which is either (x) set forth or incorporated by reference as exhibits thereto and an exhibit to the descriptions thereof Company's Annual Report on Form 10-K for the year ended September 30, 2002 as set forth on Schedule 2.5 to this ------------ Agreement, or references thereto are correct.(y) otherwise known to such counsel; (vvi) To counsel's knowledge, there is no suit, action or legal, administrative, arbitration or other proceeding pending or threatened against the Company pertaining to this Agreement or any of the transactions contemplated thereby; and (vii) The authorized, issued and outstanding capital stock shares of Common Stock of the Company is as set forth in to be issued upon conversion of the Prospectus under “Capitalization” (except for subsequent issuancesDebentures or exercise of the Warrants will, if anywhen issued upon such conversion or exercise, pursuant to reservationsbe validly issued, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale assessable shares of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their propertiesCommon Stock. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Txxx X. XxxxxxxXxXxxxx, Executive Vice President, Chief Legal Officer and General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correctcorrect in all material respects. (v) The authorized, issued and outstanding capital stock of the Company as of September 30, 2021 is as set forth in the Prospectus under “Capitalization” (except Company’s Form 10-Q for subsequent issuancesthe quarterly period ended September 30, if any2021 on the Company’s unaudited consolidated balance sheet as of September 30, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to 2021 in the Prospectus)line item “Common stock, and the $1.00 par value.” The shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and therein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, opinion of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information General Disclosure Package or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information General Disclosure Package or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities Notes and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Notes, and the consummation of the transactions contemplated herein and therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (viivi) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information General Disclosure Package or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionopinion of O'Melveny & Xxxxx -------------------------- L.L.P., dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the UnderwritersCompany, to the effect that: (i) The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Maryland. (ii) The Company has corporate power to own its properties and assets and to carry on its business as described in the Registration Statement. (iii) To the best of such counsel’s knowledge and information's knowledge, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of substantial properties property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iiiv) Nationwide Health Properties Finance Corporation, a Delaware corporation, has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its incorporation with corporate power to conduct its business as currently conducted. (v) The execution, delivery and performance of this Agreement and, if applicable, the relevant Terms Agreement, have each been duly authorized by all necessary corporate action on the part of the Company, and have each been duly executed and delivered by the Company. (vi) The Indenture has been qualified under the 1939 Act. (vii) The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate action on the part of the Company, the Indenture has been duly executed and delivered by the Company and constitutes the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. Such counsel may state, however, that enforceability of the Indenture is subject to the effect of general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. (viii) The Notes are in forms permitted by the Indenture, have been duly authorized by all necessary corporate action on the part of the Company and, when completed as contemplated by the Procedures, executed and authenticated as specified in the Indenture and delivered against payment of the purchase price therefor pursuant to this Agreement as provided in the Prospectus and any Terms Agreement, will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. Such counsel may state, however, that enforceability of the Notes is subject to the effect of general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. (ix) The Registration Statement has been declared effective under the 1933 Act and, to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or threatened by the Commission. (x) The Registration Statement, on the date it became effective, appeared on its face to comply in all material respects with the requirements as to form for registration statements on Form S-3 under the 1933 Act and the related rules and regulations in effect at the date of effectiveness, except no opinion need be expressed concerning the financial statements and other financial information contained or incorporated by reference therein or the Statement of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto. (xi) Each document filed pursuant to the 1934 Act (other than the financial statements and other financial data included or incorporated by reference therein, as to which no opinion need be rendered) and incorporated by reference in the Prospectus, on the respective dates they were filed, appeared on their face to comply in all material respects with the 1934 Act and the 1934 Act Regulations thereunder in effect at the respective dates of their filing. (xii) The statements in the Prospectus under the captions "Description of the Notes" and "Description of Debt Securities", and "United States Taxation", to the extent that they constitute matters of law, summaries of legal matters or documents, or legal conclusions, have been reviewed by them and are correct in all material respects. (xiii) No order, authorization, consent, permit or approval of any governmental authority is required on the part of the Company for the consummation of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or the 1933 Act Regulations or the 1939 Act or the 1939 Act Regulations or state securities laws. (xiv) The Company is not an "investment company" within the meaning of the 1940 Act. (xv) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information's knowledge, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time Registration Statement, other than those disclosed therein. (xvi) To the best of Sale Information such counsel's knowledge, except as otherwise stated or the Prospectus or otherwise incorporated by reference in the Prospectus, the Company's execution and delivery of and performance of its obligations under this Agreement, any Terms Agreement and the Indenture do not (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to any other agreement identified in the Company Certificate dated as of the date hereof, a copy of which is attached hereto, provided that the Company complies with the provisions of Section 9.4(a)(xii) of the Credit Agreement, dated as of May 20, 1993, as amended, among the Company, Xxxxx Fargo Bank, National Association, and certain other banks named therein, (B) result in any violation of the provisions of the charter or bylaws of the Company or (C) result in any violation of any applicable law, administrative regulation or administrative or court decree the effect of which would be material to the Company and its subsidiaries taken as a whole. (xvii) Such counsel does not know of any contract or other document required to be described or referred to in the Registration Statement or to be filed or incorporated by reference as an exhibit thereto which is not described or referred to therein or filed or incorporated by reference as an exhibit thereto. (xviii) Based upon current law, including relevant statutes, regulations and judicial and administrative precedent (which is subject to change on a retroactive basis), and subject to all of the limitations, qualifications, conditions and factual assumptions set forth herein, the Company has qualified as a REIT under the Code for each taxable year commencing with its taxable year ended December 31, 1993, and the organization and method of operation of the Company and each of its subsidiaries will enable the Company to continue to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 1997 and each taxable year thereafter. However, such counsel may state that they are unable to opine whether the Company will actually continue to qualify as a REIT because such qualification will depend on future transactions and events that cannot so disclosedbe known at the date of such opinion.

Opinion of Company Counsel. The favorable opinionopinion of Elizxxxxx X. Xxx, dated as of Closing TimeXxnior Vice President, of Xxxxxx X. Xxxxxxx, Secretary and General Counsel of to the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into this Agreement and consummate the transactions contemplated in the Prospectus. (iii) To the best of such counsel’s knowledge and information's knowledge, the Company is duly qualified as a foreign corporation to transact business and is in 13 14 good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of substantial properties property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock Each Significant Subsidiary of the Company has been duly incorporated and is validly existing as set forth a corporation in good standing under the Prospectus under “Capitalization” (except for subsequent issuanceslaws of the jurisdiction of its incorporation, if anyhas corporate power and authority to own, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to lease and operate its properties and conduct its business as described in the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement and the consummation of the transactions contemplated herein will notand, to the best of such counsel’s knowledge 's knowledge, is duly qualified as a foreign corporation to transact business and informationis in good standing in each jurisdiction in which such qualification is required, result whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in any good standing would not have a material violation adverse effect on the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company directly or indirectly through one of its wholly-owned subsidiaries, free and clear of any order applicable to mortgage, pledge, lien, encumbrance, claim or equity. (v) This Agreement has been duly and validly authorized, executed and delivered by the Company. (vi) The Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a legal, valid and binding agreement of any court or governmental agency or body having jurisdiction over the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or any other laws relating to or affecting enforcement of its subsidiaries creditors' rights generally, or any of their propertiesby general equity principles. (vii) To The Notes are in form contemplated by the best of such counsel’s knowledge Indenture, have been duly authorized for issuance, offer and informationsale pursuant to this Agreement and, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.when issued, authenticated and delivered

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx X. Xxxxxxx, General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under line items “CapitalizationPreferred Stock” and “Common Stock” set forth in the consolidated balance sheet as of June 30, 2007 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Time of Sale Information and the Prospectus), and the shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and therein, will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionAt each Closing, and dated as of Closing Timethe date thereof, the Placement Agent shall receive the opinion of Xxxxxx X. Xxxxxxx, General Counsel of counsel to the Company, in form and scope satisfactory to counsel for the Underwriters, Company substantially to the effect that: (iA) To the best of such counsel’s knowledge and information, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to own or lease its properties, to carry on its business as currently conducted and as proposed to be conducted, to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement and is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction to such counsel's knowledge, in which its the ownership or lease leasing of substantial its properties or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or licensed would not have a material adverse effect on the conditionbusiness, financial condition or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.Company; (iiB) To each of this Agreement, the best of such counsel’s knowledge Subscription Agreement, the other Offering Documents and informationthe Agent's Warrants has been duly and validly authorized, each Significant Subsidiary executed and delivered by the Company, and is the valid and binding obligation of the Company is duly qualified as a foreign corporationCompany, limited liability company enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency or partnership, as other laws affecting the case may be, rights of creditors generally and to transact business general equitable principles and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or except that the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects enforcement of the Company indemnification and its subsidiaries considered as one enterprise.contribution provisions thereof may be limited or denied based on federal or applicable state securities laws and public policies underlying such laws; (iiiC) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v) The authorized, issued and outstanding authorized capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth in the Prospectus under “Capitalization” (except Offering Documents. Except for subsequent issuancesthe Agent's Warrants, if anythere are no outstanding warrants, pursuant to reservationsoptions, agreements, dividend reinvestment plans convertible securities, preemptive rights to subscribe for or employee other commitments pursuant to which the Company is, or director may become, obligated to issue any shares of its capital stock plans referred to or other securities of the Company other than as set forth in the Prospectus), and Offering Documents. All of the shares of issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable.assessable and have not been issued in violation of the preemptive rights of any security holder of the Company under Nevada law. The Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Subscription Agreement and this Agreement, the Common Stock will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof and such stock will not be issued in violation of or subject to any preemptive or other similar rights. The Reserved Shares have been duly reserved for issuance, and when issued in accordance with the terms of the Agent's Warrants, will be validly issued, fully paid and non-assessable and such Reserved Shares will not be issued in violation of or subject to any preemptive or any other similar rights and no personal liability will attach to the ownership thereof. The Shares conform in all material respects to all statements relating thereto contained in the Offering Documents; (viD) The issue the issuance and sale of the Shares is exempt from registration under the Securities Act and the compliance Regulations pursuant to Regulation D promulgated under the Securities Act subject to the following assumptions: (I) Other than the Company, no party to the transaction contemplated by this Agreement, the Subscription Agreement and Questionnaire executed by each Subscriber (the "Subscription Documents"), or any documents relating thereto, is subject to any statute, rule or regulation, or to any impediment to which contracting parties are generally not subject, that requires the Company or such party to obtain the consent of, or to make a declaration or filing with, any governmental authority. (II) All terms, provisions and conditions of, or relating to, the offer and sale of the Shares are correctly and completely reflected in the Private Placement Memorandum which such counsel has no reason to doubt as of the date of the Private Placement Memorandum . (III) All offers and sales of the Shares have been or will be made in a manner complying with the provisions terms of the Private Placement Memorandum and all applicable state securities laws and similar laws. Without limiting the generality of the preceding sentence, counsel shall assume (i) the accuracy of the factual representations and warranties of the Company and the Placement Agent contained in this Agreement and the full and complete performance of all covenants of the Company and the Placement Agent as set forth in this Agreement, (ii) that offers and sales of the Shares have been made only to "accredited investors," as that term is defined under the Securities Act; and (iii) the accuracy and completeness of the representations and warranties and information provided by the Subscribers in the Subscription Documents. (IV) Neither the Company, the Placement Agent nor any person or entity acting on the Company's behalf has offered or sold the Shares by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) electronic mail transmitted over the Internet. (V) The Subscribers are not "underwriters" within the meaning of Section 2(11) of the Securities Act. (VI) A Notice of Sales of Securities Pursuant to Regulation D or Section 4(6) ("Form D"), including any required amendments to such Form D, has been or will be filed with the U.S. Securities and Exchange Commission in accordance with the requirements of Rule 503 of Regulation D. (E) neither the execution and delivery of this Agreement, nor compliance with the terms hereof, nor the consummation of the transactions contemplated herein will notcontemplated, to the best of such counsel’s knowledge and informationhas, nor will, conflict with, result in a breach of, or constitute a default under the Articles of Incorporation or By-laws of the Company, or any material violation contract, instrument or document to which the Company is a party, or by which it or any of its properties is bound, or violate any applicable law, rule, regulation, judgment, order or decree of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries properties or any business which breach, default or violation could have a material adverse effect on the business, financial condition or prospects of their properties.the Company; (viiF) To to the best of such counsel’s knowledge and information's knowledge, there are no legal claims, actions, suits, investigations or proceedings (formal or informal) before or by any arbitrator, court, governmental proceedings authority or instrumentality pending or threatened against or affecting the Company or involving the properties of the Company which are might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in or contemplated by the Offering Documents; and to the best of counsel's knowledge, the Company is not in violation or default with respect to any law, rule, regulation, judgment, order or decree which might materially adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; nor is the Company required to take any action in order to avoid any violation or default; and (G) such counsel has participated in meetings and discussions in connection with the preparation of the Private Placement Memorandum, Subscription Agreement, and other Offering Documents and after due inquiry the course of such review and discussions, no facts have come the attention of such counsel to cause them to have reason to believe that the Private Placement Memorandum, Subscription Agreement and other Offering Documents, as of their respective dates and taken together, on the Closing Date, contained any untrue statement of a material fact required to be disclosed stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Time of Sale Information or circumstances under which they were made, not misleading (except for the Prospectus or otherwise incorporated by reference therein that are not so disclosedFinancial Statements, notes thereto and other financial information and statistical data contained therein, as to which such counsel need express no opinion).

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Xxxx X. XxxxxxxXxXxxxx, Executive Vice President—General Counsel and Corporate Secretary of the Company, in form and scope satisfactory to counsel for the Underwriters, the Forward Purchaser and the Forward Seller, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correctcorrect in all material respects. (v) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus Company’s Form 10-Q for the quarterly period ended September 30, 2018 on the Company’s unaudited consolidated balance sheet as of September 30, 2018 under the Capital “CapitalizationCommon Stock, $1.00 par value.” (except for subsequent issuances, if any, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to in the Prospectus), and the The shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities Securities, the Top-Up Shares, if any, and shares of Common Stock pursuant to the Forward Sale Agreement by the Company and the compliance by the Company with the provisions of this Agreement and the Forward Sale Agreement and the consummation of the transactions contemplated herein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinion, dated as of Closing Time, of Xxxxxx Txxx X. XxxxxxxXxXxxxx, Executive Vice President, Chief Legal Officer and General Counsel of the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) To the best of such counsel’s knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) To the best of such counsel’s knowledge and information, each Significant Subsidiary of the Company is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correctcorrect in all material respects. (v) The authorized, issued and outstanding capital stock of the Company as of March 31, 2021 is as set forth in the Prospectus under “Capitalization” (except Company’s Form 10-Q for subsequent issuancesthe quarterly period ended March 31, if any2021 on the Company’s unaudited consolidated balance sheet as of March 31, pursuant to reservations, agreements, dividend reinvestment plans or employee or director stock plans referred to 2021 in the Prospectus)line item “Common stock, and the $1.00 par value.” The shares of issued and outstanding Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. (vi) The issue and sale of the Securities and the compliance by the Company with the provisions of this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and therein will not, to the best of such counsel’s knowledge and information, result in any material violation of any order applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. (vii) To the best of such counsel’s knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Time of Sale Information or the Prospectus or otherwise incorporated by reference therein that are not so disclosed.

Opinion of Company Counsel. The favorable opinionPlacement Agent shall receive the opinion of Xxxxx & Xxxxxxxxx, LLP, counsel to the Company, dated as of Closing Timeeach Closing, addressed to the Placement Agent and the investors, with such knowledge qualifiers as are customary and reasonable and which opinion may rely upon a certificate of Xxxxxx X. Xxxxxxx, General Counsel an officer or officers of the Company, in form and scope satisfactory to counsel for the Underwriters, substantially to the effect effect, unless otherwise noted in the opinion, that: (i1) To The Company and each subsidiary (the best "subsidiaries") is validly existing and in good standing under the laws of such counsel’s knowledge its jurisdiction of organization, has all requisite power and informationauthority necessary to own or hold its respective properties and conduct its business, the Company and is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction in which its the ownership or lease leasing of substantial its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be licensed would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseMaterial Adverse Effect. (ii2) To Each of this Agreement, the best of such counsel’s knowledge Subscription Agreement, and informationthe Securities has been duly and validly authorized, each Significant Subsidiary executed and delivered by the Company, and is the valid and binding obligation of the Company is duly qualified as a foreign corporationCompany, limited liability company enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency or partnership, as other laws affecting the case may be, rights of creditors generally and to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisegeneral equitable principles. (iii) To the best of such counsel’s knowledge and information, no material default exists in the due performance or observance by the Company or any of its subsidiaries of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or filed as an exhibit thereto or incorporated by reference therein which would have a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) To the best of such counsel’s knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement, the Time of Sale Information or the Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (v3) The authorized, issued and outstanding capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth in the Prospectus under “Capitalization” (except for subsequent issuancesSchedule 6(e) hereto. There are no outstanding warrants, if any, pursuant to reservationsoptions, agreements, dividend reinvestment plans convertible securities, preemptive rights or employee other commitments pursuant to which the Company is, or director stock plans referred may become, obligated to in the Prospectus), and the issue any shares of its capital stock or other securities of the Company other than as set forth in Schedule 6(e). All of the issued and outstanding Common Stock and Preferred Stock shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessablenonassessable, and to such counsel's knowledge, have not been issued in violation of the preemptive rights of any securityholder of the Company. The offers and sales of such securities were either registered under the Securities Act and applicable state securities laws or exempt from such registration requirements. (vi4) The issue All of the outstanding shares of capital stock of the subsidiaries are owned of record and, to such counsel's knowledge, beneficially by the Company, free and clear of all adverse claims, limitations on voting rights, options and other encumbrances, and are duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive rights arising under law or pursuant to any subsidiary's organizational document. (5) There are no outstanding contractual obligations of the Company or any subsidiary to repurchase, redeem or otherwise acquire for value any outstanding shares of capital stock or other ownership interests of any subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution, or otherwise) in any subsidiary or any other entity. (6) Assuming the accuracy of the information provided by the investors in the Subscription Agreements and that the Placement Agent has complied with the requirements of Section 4(2) of the Securities Act (and the provisions of Regulation D promulgated thereunder), the issuance and sale of the Securities is exempt from the registration requirements set forth in Section 5 of the Securities Act. (7) Neither the execution and the compliance by the Company with the provisions delivery of this Agreement and or the Subscription Agreements, nor compliance with the terms hereof or thereof, nor the consummation of the transactions contemplated herein or therein contemplated, nor the issuance of the Securities has or will not, to the best of such counsel’s knowledge and informationconflict with, result in a breach of, or constitute a default under the articles of incorporation or bylaws of the Company, any material violation contract, instrument or document known to such counsel and identified to such counsel by the Company as material to which the Company is a party or by which it or any of its properties is bound, or violate any applicable law, rule, regulation, judgment, order or decree known to such counsel of any order applicable to the Company of any court or governmental agency or body court having jurisdiction over the Company or any of its subsidiaries properties or any of their propertiesbusiness. (vii) To the best of 8) There are no claims, actions, suits, investigations or proceedings before or by any arbitrator, court, governmental authority or instrumentality pending or, to such counsel’s knowledge 's knowledge, threatened against or affecting the Company or involving the properties of the Company that might materially and informationadversely affect the business, there are no legal properties or governmental proceedings pending financial condition of the Company or threatened which are required to be disclosed in that might materially adversely affect the Time of Sale Information transactions or other acts contemplated by the Offering or the Prospectus validity or otherwise incorporated by reference therein that are not so disclosedenforceability of any documents relating to the Offering.