Common use of Opinion of Counsel to Company Clause in Contracts

Opinion of Counsel to Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx & XxXxxxx LLP, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that: (i) The Company is a corporation validly existing and in good standing under the laws of the state of Delaware. (ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture and to issue, sell and deliver the Debt Securities. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Debt Securities other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities are to be offered or sold. (vi) The Debt Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Debt Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (vii) The Registration Statement has become effective under the 1933 Act and the Indenture has been qualified under the 1939 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 contemplated. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Debt Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or the Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities are to be offered. (ix) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and the Prospectus, as of its date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference therein. (x) The statements in the General Disclosure Package and the Prospectus under the captions “Description of Debt Securities” and “Description of the Notes,” insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3. (xi) Although the discussion set forth in the General Disclosure Package and the Prospectus under the heading “Material United States Federal Tax Considerations” does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel’s opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, with respect to Debt Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.

Opinion of Counsel to Company. On the Closing Date, the Underwriters shall have received an opinion from O'Melveny & Xxxxx & XxXxxxx LLP, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that: (i) The Company and each of the Significant Subsidiaries is a corporation validly existing and in good standing under the laws of the its state of Delawareincorporation. (ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture and to issue, sell and deliver the Debt Securities. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and except (x) as may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generallygenerally (including, without limitation, fraudulent conveyance laws) and (bB) general principles of equity (regardless including, without limitation, concepts of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general applicationmateriality, and in applying such principlesreasonableness, a court might include a covenant of good faith and fair dealing and apply concepts the possible unavailability of reasonableness and materiality)specific performance or injunctive relief, (c) public policy regardless of whether is considered in a proceeding at law or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 equity and (fy) governmental authority to limit, delay the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable and the provisions regarding jurisdiction contained in Section [12.9] [13.9] of the Indenture may not be honored by the courts included or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesexcluded. (v) No Governmental Approval consent or approval of any California, New York or United States federal governmental authority is required on the part of the Company in connection with the issuance or sale of the Debt Securities other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities are to be offered or sold. (vi) The Debt Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this AgreementUnderwriters, will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and Company enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Debt Securities is subject to and except (x) as may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generallygenerally (including, without limitation, fraudulent conveyance laws) and (bB) general principles of equity (regardless including, without limitation, concepts of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general applicationmateriality, and in applying such principlesreasonableness, a court might include a covenant of good faith and fair dealing and apply concepts the possible unavailability of reasonableness and materiality)specific performance or injunctive relief, (c) public policy regardless of whether considered in a proceeding at law or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 equity and (fy) governmental authority to limit, delay the waiver contained in Section 6.12 of the Indenture may be deemed unenforceable and the provisions regarding jurisdiction contained in Section [12.9] [13.9] of the Indenture may not be honored by the courts included or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesexcluded. (vii) The Registration Statement has become been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel’s '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 contemplatedthreatened by the Commission. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Debt Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or the Bylaws, as amended, amended of the Company, (B) violate the Delaware General Corporation Law or any Applicable Laws statute, law or regulation of the States of California or New York or the United States of America to which the Company or any of its properties may be subject or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority governmental agency or authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that (1) the opinion set forth in clause (B) of this paragraph (viii) is limited to such statutes, laws or regulations currently in effect which such counsel has, in the exercise of customary diligence, recognized as applicable to the Company or the transactions of the type contemplated by this Agreement, and (2) no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities are to be offeredoffered and (3) no opinion is expressed with respect to such clause (B) with respect to Debt Securities which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index. (ix) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulationsit became effective, and the Prospectus, as of its datethe date of the Underwriting Agreement, appeared appear on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act as to form for registration statements on Form S-3 and the related rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, statements and schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference thereinT-1. (x) The statements in the General Disclosure Package and the Prospectus under the captions “"Description of the Debt Securities” " and “"Description of the Notes,” " insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3. . [(xi) Although the discussion set forth in the General Disclosure Package and the Prospectus under the heading “Material "Certain United States Federal Tax Considerations” " does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel’s 's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed thereinSecurities, based upon current law and subject to the qualifications set forth therein. .] In rendering the opinions set forth above, such counsel may state that, that (1) with respect to paragraphs (iv) and (vi), such enforcement may be limited by (i) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (ii) governmental authority to limit, delay or prohibit the making of payments of principal outside the United States or interest on which will be determined by reference in foreign currency or composite currency; and (2) with respect to one or more currency exchange ratesparagraphs (iv), commodity prices, equity indices or other factors(v) and (vi), no opinion is expressed thereto with respect to any Debt Securities that are to be indexed or linked to any foreign currency or composite currency, commodity, equity index or similar index. In addition such counsel may state that, in connection with such counsel's participation in conferences in connection with the Commodity Exchange Actpreparation of the Registration Statement and Prospectus, such counsel has not independently verified the accuracy, completeness or fairness of the statements contained therein, and the limitation inherent in such examination made by such counsel and the knowledge available to such counsel are such that such counsel is unable to assume, and does not assume, and responsibility for such accuracy, completeness or fairness (except as amendedotherwise specifically stated in clauses (x) [and (xi)] above). However, such counsel shall state that, on the basis of such counsel's review and participation in conferences in connection with the preparation of the Registration Statement and the Prospectus, such counsel does not believe that the Registration Statement (excluding the Incorporated Documents) at its effective date, contained 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 not misleading, and such counsel shall state that such counsel does not believe that the Prospectus (excluding the Incorporated Documents) as of the date of the Underwriting Agreement and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that such counsel need express no opinion or belief with respect to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the rulesRegistration Statement or the Prospectus or (iii) the exhibits to the Registration Statement, regulations and interpretations of including the Commodities Futures Trading Commission promulgated thereunderForm T-1.

Opinion of Counsel to Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx White & XxXxxxx Case LLP, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that: (i) The Company is a corporation validly existing and in good standing under the laws of the state of Delaware. (ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture and to issue, sell and deliver the Debt Securities. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Debt Securities other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities are to be offered or sold. (vi) The Debt Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Debt Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (vii) The Registration Statement has become effective under the 1933 Act and the Indenture has been qualified under the 1939 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 contemplated. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Debt Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or the Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities are to be offered. (ix) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and the Prospectus, as of its date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference therein. (x) The statements in the General Disclosure Package and the Prospectus under the captions “Description of Debt Securities” and “Description of the Notes,” insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3. (xi) Although the discussion set forth in the General Disclosure Package and the Prospectus under the heading “Material United States Federal Tax Considerations” does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel’s opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, with respect to Debt Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.

Opinion of Counsel to Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Skadden, Arps, Slate, Xxxxxxx & XxXxxxx Xxxx LLP, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that: (i) The Company and each of the Significant Subsidiaries is a corporation validly existing and in good standing under the laws of the its state of Delawareincorporation. (ii) The Company has the full corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture and to issue, sell and deliver the Debt Securities. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly authorized, executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject except to the qualification extent that the enforceability of the Indenture is subject to and (x) enforcement thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally, generally and (bB) general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding at law or in equity or at lawequity) and (y) the discretion waiver contained in Section 6.12 of the court before which any proceedings therefor Indenture may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesdeemed unenforceable. (v) No Governmental Approval consent or approval of any United States governmental authority or other United States person or United States entity is required on the part of the Company in connection with the issuance or sale of the Debt Securities other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities are to be offered or sold. (vi) The Debt Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this AgreementUnderwriters, will constitute be valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject except (x) to the qualification extent that the enforceability of the Debt Securities is subject to and enforcement thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally, generally and (bB) general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding at law or in equity or at lawequity) and (y) the discretion waiver contained in Section 6.12 of the court before which any proceedings therefor Indenture may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesdeemed unenforceable. (vii) The Registration Statement has become effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to and such counsel has been advised by the best of such counsel’s knowledge, Commission that no stop order suspending the effectiveness of the Registration Statement has been issued and and, to the best of such counsel's knowledge, no proceedings for that purpose have been instituted or are pending or contemplatedthreatened by the Commission. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Debt Securities and the performance by the Company fulfillment of its obligations under this Agreement and the Indenture by the Company will not conflict with or constitute a breach of or a default (with the passage of time or otherwise) under (A) violate the Restated Certificate of Incorporation or the Bylaws, as amended, amended of the Company, (B) violate any Applicable Laws statute, law or regulation to which the Company or any of its properties may be subject or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority governmental agency or authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that (1) the opinion set forth in clause (B) of this paragraph (viii) is limited to those United States statutes, laws or regulations currently in effect which, in such counsel's experience, are normally applicable to transactions of the type contemplated by this Agreement, and (2) no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities are to be offeredoffered and (3) no opinion is expressed with respect to such clause (B) with respect to Debt Securities which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index. (ix) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulationsit became effective, and the Prospectus, as of its datethe date of the Underwriting Agreement, appeared appear on their face to comply as to form be appropriately responsive in all material respects with to the applicable requirements of the 1933 Act and the related rules and regulations of the Commission thereunder then in effectAct, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, statements and schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference thereinT-1. (x) The statements in the General Disclosure Package and the Prospectus under the captions “"Description of the Debt Securities” " and “"Description of the Notes,” " insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3are in all material respects accurate summaries of such provisions. (xi) Although the discussion set forth in the General Disclosure Package and the Prospectus under the heading “Material "Certain United States Federal Tax Considerations” " does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel’s 's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed thereinSecurities, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, that (1) with respect to paragraphs (iv) and (vi), such enforcement may be limited by (i) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (ii) governmental authority to limit, delay or prohibit the making of payments of principal outside the United States or interest on which will be determined by reference in foreign currency or composite currency; and (2) with respect to one or more currency exchange ratesparagraphs (iv), commodity prices, equity indices or other factors(v) and (vi), no opinion is expressed thereto with respect to any Debt Securities that are to be indexed or linked to any foreign currency or composite currency, commodity, equity index or similar index. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Commodity Exchange ActCompany, counsel employed by the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and counsel for the Underwriters, at which the contents of the Registration Statement and 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 or the Prospectus and have made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel's attention that have led them to believe that the Registration Statement (excluding the Incorporated Documents) at the time such Registration Statement became effective, 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 the Prospectus (excluding the Incorporated Documents) as amendedof the date of the Underwriting Agreement and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that such counsel need express no opinion or belief with respect to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial data included or incorporated by reference in, or excluded from, the rulesRegistration Statement or the Prospectus or (iii) the exhibits to the Registration Statement, regulations and interpretations of including the Commodities Futures Trading Commission promulgated thereunderForm T-1.

Opinion of Counsel to Company. On the Closing Datedate hereof, the Underwriters Agents shall have received an opinion from O'Melveny & Xxxxx & XxXxxxx LLP, counsel to the Company, dated as of the Closing Date date hereof and in form and substance satisfactory to counsel for the Underwriters Agents to the effect that: (i) The Company and each of the Significant Subsidiaries is a corporation validly existing and in good standing under the laws of the its state of Delawareincorporation. (ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture Indenture, and to issue, sell and deliver the Debt SecuritiesNotes. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and except (x) as may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generallygenerally (including, without limitation, fraudulent conveyance laws) and (bB) 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 enforcement is sought considered in a proceeding in equity or at lawlaw and (y) and the discretion of the court before which any proceedings therefor counsel may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations state that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be no opinion is expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than the enforceability or effect of the waiver contained in U.S. dollars (Section 6.12 of the Indenture and may advise that the provisions regarding jurisdiction contained in Section 12.9 of the Indenture may not be honored by the courts included or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesexcluded. (v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Debt Securities Notes other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities Notes are to be offered or sold. (vi) The Debt SecuritiesNotes, when the final terms of a particular Note and its issuance and sale have been established in accordance with the provisions of the Indenture and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters purchasers thereof in accordance with the terms of this the Distribution Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and Company enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Debt Securities is subject to and except (x) as may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generallygenerally (including, without limitation, fraudulent conveyance laws) and (bB) 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 enforcement is sought considered in a proceeding in equity or at lawlaw and (y) and the discretion of the court before which any proceedings therefor counsel may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations state that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be no opinion is expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than the enforceability or effect of the waiver contained in U.S. dollars (Section 6.12 of the Indenture and may advise that the provisions regarding jurisdiction contained in Section 12.9 of the Indenture may not be honored by the courts included or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesexcluded. (vii) The Registration Statement has become been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel’s '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 contemplated. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Debt Securities Notes and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or the Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities Notes are to be offered. (ix) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and the Prospectus, as of its date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act as to form for registration statements on Form S-3 and the related rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference thereinT-1. (x) The statements in the General Disclosure Package and the Prospectus under the captions “"Description of the Debt Securities” " and “"Description of the Notes,” " insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3. (xi) Although the discussion set forth in the General Disclosure Package and the Prospectus under the heading “Material United States Federal Tax Considerations” does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel’s opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, that (1) with respect to Debt Securities paragraphs (iv) and (vi), such enforcement may be limited by (i) requirements that a claim with respect to any Notes denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (ii) governmental authority to limit, delay or prohibit the making of payments of principal outside the United States or interest on which will be determined by reference in foreign currency or composite currency; and (2) with respect to one or more currency exchange ratesparagraphs (iv), commodity prices, equity indices or other factors(v),(vi) and (viii), no opinion is expressed thereto with respect to the Commodity Exchange Actany Notes that are to be indexed or linked to any foreign currency or composite currency, as amendedcommodity, equity index or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereundersimilar index.

Opinion of Counsel to Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx Skadden, Arps, Slate, Xxxxxxx & XxXxxxx LLPXxxx, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that: (i) The Company [Disney] and each of the Significant Subsidiaries is a corporation validly existing and in good standing under the laws of the its state of Delawareincorporation. (ii) The Company [and Disney each] has the full corporate power and corporate authority to enter into and perform its obligations under this Agreement [and the IndentureDeposit Agreement, to borrow money as contemplated in this Agreement issue and deliver the Indenture Underlying Preferred Shares and to issue, sell and deliver the Debt SecuritiesDepositary Shares]. (iii) This Agreement has been duly authorized, executed and delivered by the CompanyCompany [and Disney]. (iv) The Indenture Shares [the Underlying Preferred Shares and the deposit of the Underlying Preferred Shares in accordance with the Deposit Agreement] have been duly authorized and, when issued and delivered by the Company pursuant to this Agreement, the [Underlying] Preferred Stock will be validly issued and fully paid and nonassessable. (v) The Deposit Agreement has been duly authorized by all necessary corporate action on the part of the Company and duly authorized, executed and delivered by the Company and constitutes (assuming due authorization, execution and delivery by the Depositary) is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification except that the such enforceability of the Indenture is subject to and may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally, (bB) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).] (vi) and the discretion No consent or approval of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in governmental authority or other United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (person or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (v) No Governmental Approval entity is required on the part of the Company in connection with the issuance or sale of the Debt Securities Shares other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities Shares are to be offered or sold. (vivii) The Debt SecuritiesGuarantees, when executed by Disney and authenticated in accordance with the terms of the Indenture and delivered issued to and paid for by the Underwriters in accordance with the terms of this Agreementpurchasers thereof, will constitute be valid and binding obligations of the Company, entitled to the benefits of the Indenture and Disney enforceable against the Company Disney in accordance with their respective terms, subject to the qualification except that the such enforceability of the Debt Securities is subject to and may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally, generally and (bB) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.] (viiviii) The Registration Statement has become effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel’s '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 contemplated. (viiiix) The execution and delivery of this Agreement and the Indenture Deposit Agreement by the CompanyCompany [and Disney], the issuance and sale of the Debt Securities Shares [and issuance of the Guarantees] and the performance of this Agreement[, and the Guarantees] by the Company of its obligations under this Agreement [and the Indenture Disney] will not conflict with or constitute a breach of or a default (with the passage of time or otherwise) under (A) violate the Restated Certificate certificate of Incorporation incorporation or the Bylaws, as amended, bylaws of the CompanyCompany [or Disney], (B) violate any Applicable Laws statute, law or regulation to which the Company [or Disney] or any of its [respective] properties may be subject or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority government agency or authority entered in any proceeding to which the Company [or Disney] was or is now a party or by which it is bound; provided, that such counsel may state that (1) the opinion set forth in clause (B) of this paragraph (ix) is limited to those United States statutes, laws or regulations currently in effect which, in such counsel's experience, are normally applicable to transactions of the type contemplated by this Agreement, and (2) no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities Shares are to be offeredoffered (3) no opinion is expressed with respect to such clause (B) with respect to the Shares [and the related Guarantees] which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index. (ixx) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulationsit became effective, and the Prospectus, as of its datethe date of the Underwriting Agreement, appeared appear on their face to comply as to form be appropriately responsive in all material respects with to the applicable requirements of the 1933 Act and the related rules and regulations of the Commission thereunder then in effectAct, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, statements and schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference thereinT-1. (xxi) The statements in the General Disclosure Package and the Prospectus under the captions “Description of Debt Securities” and “caption "Description of the Notes,” Preferred Stock" ["Description of the Depositary Shares"], insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3are in all material respects accurate summaries of such provisions. (xixii) Although The authorized, issued and outstanding capital stock of the discussion Company is as set forth in the General Disclosure Package Prospectus under "Capitalization" (except for subsequent issuances, if any, pursuant to reservations, stock option agreements, employee benefit plans or the exercise of convertible securities referred to in the Prospectus); all of the issued and outstanding shares of the Common stock, par value $0. per share, of the Company (the "Common Stock") have been duly authorized and validly issued and are fully paid and nonassessable; the Shares [and the Prospectus under Underlying Preferred Shares] have been duly authorized; when delivered by the heading “Material United States Federal Tax Considerations” does not purport Company pursuant to discuss all possible United States Federal income tax consequences the Underwriting Agreement against payment of the purchaseconsideration set forth in the Underwriting Agreement, ownership, the [Underlying] Preferred Shares will be validly issued and disposition fully paid and nonassessable; and the issuance of the Debt Securities[Underlying] Preferred Shares is not subject to preemptive or other similar rights. (xiii) Assuming due authorization, in such counsel’s opinion, such discussion constitutes, in all material respects, a fair execution and accurate summary delivery of the United States Federal income tax consequences Deposit Agreement by the Depositary, each Share will represent an interest in [fraction] of a share of a validly issued, outstanding, fully paid and nonassessable Underlying Preferred Share; assuming due execution and delivery of the purchaseDepositary Receipts by the Depositary pursuant to the Deposit Agreement, ownershipthe Depositary Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement.] (xiv) The Deposit Agreement has been duly authorized and, and disposition as of the Debt Securities Closing Date, will have been duly executed and delivered by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. Company.] In rendering the opinions set forth aboveaddition, such counsel may shall state thatthat they have participated in conferences with officers and other representatives of the Company, counsel employed by the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and counsel for the Underwriters, at which conferences the contents of the Registration Statement and 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 or the Prospectus and have not made any independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel's attention that lead them to believe that either the Registration Statement (excluding the Incorporated Documents) at the time such Registration Statement became effective (which, for the purposes of this paragraph, shall have the meaning set forth in Rule 158(c) of the 1933 Act Regulations) 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 the Prospectus (excluding the Incorporated Documents) as of the date of the Underwriting Agreement contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that such counsel need express no opinion with respect to Debt Securities (i) the payments of principal Incorporated Documents, (ii) the financial statements, schedules and other financial data included or interest on which will be determined incorporated by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to in the Commodity Exchange Act, as amended, Registration Statement or the rules, regulations and interpretations of Prospectus or (iii) the Commodities Futures Trading Commission promulgated thereunderForm T-1.

Opinion of Counsel to Company. On the Closing Datedate hereof, the Underwriters Agents shall have received an opinion from Xxxxx Xxxxxxx, Arps, Slate, Xxxxxxx & XxXxxxx Xxxx LLP, counsel to the Company, dated as of the Closing Date date hereof and in form and substance satisfactory to counsel for the Underwriters Agents to the effect that: (i) The Company and each of the Significant Subsidiaries is a corporation validly existing and in good standing under the laws of the its state of Delawareincorporation. (ii) The Company has the full corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture Indenture, and to issue, sell and deliver the Debt SecuritiesNotes. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly authorized, executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject except to the qualification extent that the enforceability of the Indenture is subject to and (x) enforcement thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally, generally and (bB) general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor (y) counsel may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations state that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be no opinion is expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than the enforceability or effect of the waiver contained in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect Section 6.12 of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesIndenture. (v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Debt Securities Notes other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities Notes are to be offered or sold. (vi) The Debt SecuritiesNotes, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters purchasers thereof in accordance with the terms of this the Distribution Agreement, will constitute be valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to except that (x) the qualification that the enforceability of the Debt Securities is subject to and enforcement thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally, generally and (bB) general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor (y) counsel may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations state that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be no opinion is expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than the enforceability or effect of the waiver contained in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect Section 6.12 of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currenciesIndenture. (vii) The Registration Statement has become effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel’s '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 contemplated. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Debt Securities Notes and the performance by the Company fulfillment of its obligations under this Agreement and the Indenture by the Company will not conflict with or constitute a breach of or a default (with the passage of time or otherwise) under (A) violate the Restated Certificate of Incorporation or the Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities Notes are to be offered. (ix) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and the Prospectus, as of its date, appeared on their face to comply as to form be appropriately responsive in all material respects with to the applicable requirements of the 1933 Act and the related rules and regulations of the Commission thereunder then in effectRegulations, except that in each case (A) such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference thereinand (B) such counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus except as specifically set forth in paragraph (x) below. (x) The statements in the General Disclosure Package and the Prospectus under the captions “"Description of the Debt Securities” " and “"Description of the Notes,” " insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3. (xi) Although the discussion set forth in the General Disclosure Package and the Prospectus under the heading “Material United States Federal Tax Considerations” does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel’s opinion, such discussion constitutes, are in all material respects, a fair and respects accurate summary summaries of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth thereinsuch provisions. In rendering the opinions set forth above, such counsel may state that, that (1) with respect to Debt Securities paragraphs (iv) and (vi), such enforcement may be limited by (i) requirements that a claim with respect to any Notes denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (ii) governmental authority to limit, delay or prohibit the making of payments of principal outside the United States or interest on which will be determined by reference in foreign currency or composite currency; and (2) with respect to one or more currency exchange ratesparagraphs (iv), commodity prices, equity indices or other factors(v),(vi) and (viii), no opinion is expressed thereto with respect to the Commodity Exchange Actany Notes that are to be indexed or linked to any foreign currency or composite currency, as amendedcommodity, equity index or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereundersimilar index.

Opinion of Counsel to Company. On the Closing Date, the Underwriters shall have received an opinion from Xxxxx & XxXxxxx LLP, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that: (i) The Company is a corporation validly existing and in good standing under the laws of the state of Delaware. (ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture and to issue, sell and deliver the Debt Securities. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s 's liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Debt Securities other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Debt Securities are to be offered or sold. (vi) The Debt Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Debt Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, (b) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality), (c) public policy or similar considerations that may limit enforceability of indemnification provisions and provisions seeking to limit a party’s 's liability, (d) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (vii) The Registration Statement has become is an "automatic shelf registration statement" that became effective upon filing under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel’s '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 contemplated. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Debt Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or the Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Debt Securities are to be offered. (ix) The Registration Statement, as of its initial effective date, at the time of filing of the Company’s 's most recent Annual Report for the most recent fiscal year and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, and the Prospectus, as of its date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference therein. (x) The statements in the General Disclosure Package and the Prospectus under the captions “"Description of Debt Securities” " and “"Description of the Notes,” " insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3. (xi) Although the discussion set forth in the General Disclosure Package and the Prospectus under the heading “"Material United States Federal Tax Considerations” " does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel’s 's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, with respect to Debt Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.